GENERAL TERMS & CONDITIONS
The below terms of sale and delivery shall apply between the customer and the manufacturer to the extent, that noother agreements have been formally made between the parties.
1. Quotation and agreement
1.1. Quotations have binding effect on the manufacturer for a period of 30 days as from the date of the quotation.
1.2. A contract has been formally made when themanufacturer has received the customer’s acceptance. In cases where the customer has not explicitly accepted the order, a contract will not be valid until the manufacturer has received a confirmation of the order.
1.3. CMYK: In case of CMYK prints, colour deviations of +/- 5% may occur.
1.4. Small variations +/- 2% in sizes of big prints sewed from few parts may occur.
2.1. All prices are ex. VAT.
2.2. All prices are based upon the present level of salaries, material costs and other costs valid on the date of the order or the confirmation of the order.
2.2.1 If the customer has requested drafts, layouts, working drawings, text proposals, artwork preparation, sample prints, color proof the manufacturer is entitled to receive payment for the work.
2.2.2. If, in the period up to the execution of the order, proven increases in salaries, material prices, public taxes or any other costs occur, the manufacturer is entitled to increase the price.
2.2.3. If, in the period up to the execution of the order, proven reductions in salaries, material prices, public taxes or any other costs occur, the manufacturer is entitled to reduce the price.
2.2.4. The currency applicable to all agreements is Euro.
2.3. In addition to the price agreed upon, the manufacturer is also entitled to acquire compensation for:
2.3.1. Additional work, as a result of the material received from the customer being incomplete, unsuitable or defective, or modifications are made after the work has commenced.
2.3.2 Overtime or other arrangements agreed upon with the manufacturer after the formation of the contract.
2.4. All prices are calculated as from delivery taken place from the manufacturers business premises. Costs for transportation beyond the site as well as costs for transportation insurance shall be
paid for by the customer exceeding the price agreed upon, see point 3.3.
2.5. If the manufacturer is to keep the final product or property belonging legally to the customer, and after the explicit wish from the customer, and if the manufacturer agrees to do so, the customer shall pay a storage fee exceeding the price agreed upon.
3.1. Subject to the provisions of point 3.2 the time of delivery will be as agreed upon with the customer. Has no such time of delivery been agreed, the delivery will take place when the manufacturer has finished his work.
3.2. If delivery is delayed or obstructed of reasons mentioned in point 8.1, or any action or omission of the customer, the manufacturer is entitled to a similar extension of the delivery time or the manufacturer is entitled to terminate the contract. Should an event as the above result in higher costs for the manufacturer, he is only obliged to execute the order, if the customer declare to indemnify the manufacturer by paying the higher costs calculated by the manufacturer.
3.3. Manufacturer can not take responsibility for delay caused by transport company. Customer receive tracking number and can always check status of delivery or contact courier directly in case of delay. Manufacturer inform about scheduled delivery date on the basis of courier’s calculation program, knowledge and experience.
3.4. The place of delivery is at the manufacturer’s business premises except from spot purchase, where the place of delivery is at the customer’s business premises. Any dispatch beyond the manufacturer’s business premises is to be held for the customer’s own account and risk (see point 2.4). Upon request and for the account of the customer, the manufacturer is obliged to take out transportation insurance (see point 2.4).
4.1 Manufacturer have trade credit insurance in Euler Hermes. According to insurance agreement first 2 orders should be paid in advance.
4.2 Unless otherwise agreed payment for next orders must take place within 14 days from the date of theinvoice.
4.4. The interest applicable to the manufacturer will accrue as from the due date of payment.
4.5. If the customers business matters result in the fact that an order cannot be executed continuously, the manufacturer is entitled to partial invoicing.
5. Ownership, copyright
5.1. The manufacturer’s drafts, layouts, working drawings, text proposals, photos on website and other material, with no regard to the way they have been made, and with no regard to the way they are kept, belong to the manufacturer and may not without the approval of the manufacturer be handed over to any other person.
5.2. Whatever the manufacturer has provided for the use of the execution of the order may it be preliminary works or semi manufactures such as reproductions or print medias, irrespective of the way these are made and irrespective of the way they are kept, this also includes tools as for instance punch, print or welding tools which are the property of the manufacturer and cannot be demanded to be handed over. This is applicable irrespective of any separate invoice.
5.3. The provisions mentioned in point 5.2. shall only be employed for works of the particular customer and is only kept after explicit agreement between the manufacturer and the customer.
Should any delay occur, subject to the provisions of point
3.2., the customer is only entitled to cancel the order, if he at the formation of the contract specifically has emphasized the importance of the exact time of delivery.
7.1. The manufacturer disclaims liability of any defects, which has not been corrected in writing by the customer on the samples.
7.2. Insignificant deviations from the approved samples or specifications agreed upon does not entitle the customer to a price reduction or to refuse receipt of the ordered material.
7.3. Should the supply turn out to be defective the customer shall at once and within 4 days from the delivery give notice of the defects. If this notice is omitted, or the notice is given too late, the customer loose the right to enforce the defect. The manufacturer is entitled to remedy a defect, if this is achievable within reasonable time.
8.1. In case of delay or in case of defects of the supply, the manufacturer cannot be held responsible if the delay or the defect is due to faults or damage in the production equipment, which has verifiably caused the delay or the damage of the production, in case of any labour disputes and any circumstances beyond the manufacturer’s control, such as fire, water damage, power outage, catastrophes of nature, war, mobilisation or unforeseen military call-ups, requisition, confiscation, riots, currency restrictions, lack of transportation, common shortage of goods, restrictions of power, trade embargos or any other force majeure situations
8.2. Delay or defective supply is included in the exemption clause mentioned in point 8.1, if the cause of the delay or the omission of execution of the order is one of the causes mentioned in point 8.1 or termination of the business.
8.3. In case of delay or in case of defects of the supply, the manufacturer is not liable to any loss of profits of the customer or any other indirect loss of any kind, including loss as a result of the legal conditions of the customer towards any third party, see point 8.4
8.4. The manufacturer is not liable in case of personal injury or damage to property caused by a product not usually suited for commercial use and mainly used accordingly by the injured party. The manufacturer is only liable in case of commercial damage to property, if it can be proved that the damage is due to the fact that the manufacturer or any of his employees have made mistakes, which could not have been avoided by the customer’s control of the delivered products. The manufacturer may never be held responsible for damage of the customer’s or any third party’s production, which is packed or labelled by the delivered products, or for items in which production of these products are included, unless gross negligence on the party of the manufacturer can be proved. The manufacturer is never liable for profit loss or any other indirect loss. If the manufacturer in case of any commercial damage is held responsible to any third party, exceeding the terms agreed upon, the customer is entitled to indemnify the manufacturer and to bear all legal costs.
8.5. The manufacturer cannot be held responsible for any lack of authority on behalf of the customer with regard to reproduction, multiplications, or publications of text, pictures or drawings, patterns, illustrations, trade marks or any other business logos, this also includes designs or any other items which could be subject to the legal rights of any third party. If the manufacturer incurs responsibility towards any third party in case of the customer’s lack of authority towards the use of the rights of this third party, the manufacturer is to be indemnified by the customer.
8.6. The manufacturer cannot be held responsible for any lose or damage of property, as for instance originals and material which is not owned by the manufacturer, but is left in his care by the customer in connection with the execution of an order or in connection with keeping, this also includes keeping of works already carried out by the manufacturer, see point 2.5.
However, the manufacturer can be held responsible if it is proved that the loss or the damage is due to gross negligence from the manufacturer or any of his employees. The customer is to take out an insurance against damage or loss.
The manufacturer is entitled to let the work be performed completely or partially by subcontractors.
10. The Sale of Goods Act
The Polish legislation is applicable to this agreement to the extent that the present state of the law has not been drawn up in the text of this agreement. Any dispute concerning the interpretation of this agreement or the performance of the terms and the enforcement can only be brought before Polish courts in compliance with the Polish rules on jurisdiction.
Should any disagreement between the parties arise regarding these terms, enclosures or supplies this disagreement is to be settled by Court of Arbitration at the Polish Chamber of Commerce. The location of the arbitration’s tribunal, which is in Warsaw, decides the procedure of the case and decides who are to pay the legal costs.