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1. GENERAL PROVISIONS
- General terms and conditions of sale stated in this document are the principles on the basis and in accordance with which MarDruk packaging Ltd. L.P. (hereinafter referred to as « supplier« ) sells or supplies its offered products or services to persons who are not consumers within the meaning of article 221 of the Civil Code ( hereinafter referred to as « orderer/s« ). General terms and conditions stated herein (hereinafter « General Conditions » or « G.C. » ) have their application in every case in which the supplier sells or delivers goods or performs services to the orderers, unless their application is clearly excluded in whole or in part in a written agreement binding both sides. The application of these General Terms and Conditions cannot be excluded or limited by any general conditions of purchase or other patterns used by the orderers.
- Whenever the General conditions use the concept of « goods » – it should be understood as all or any part of ordered materials, products or services delivered or performed by the Supplier to the Orderer, the « Agreement » should be understood as every and any agreement binding the Supplier and the Orderer, under which the supplier is obliged to sell or deliver the goods, the « Order » should be understood as any statement comprising the Orderers’ will to purchase goods from the Supplier.
- General Conditions apply to the Agreements, to which they were delivered in any ways, especially together with the offer, acceptance of the offer, confirmation of the order, invoice or separately. General Conditions also apply in respect of any Agreements that will be concluded in the future with the Orderers, who were previously presented with G.C. at the conclusion or implementation of previous agreements, even if they were not re-delivered to successive Agreements.
2. CONCLUSION OF AN AGREEMENT
- The agreement is concluded once acceptance of the offer is underwritten (written confirmation of the order), or upon signing a separate written agreement by representatives of Supplier and Orderer.
- Advertisements, price lists, brochures, catalogs and other information materials used by the Supplier are not binding and do not constitute an offer within the meaning of art . 66 and 66 of the Civil Code , nor they assure about the properties of the goods . They should be treated in each case as an invitation to placing an order, unless the content clearly dictates otherwise.
- Orderer’s response to the supplier’s offer providing minor changes or additions is not treated as an acceptance of the offer but as a new offer. The agreement is only concluded when the new offer is accepted by the supplier.
3. ORIGIN OF GOODS
- Supplier reserves the right to deliver the goods produced by him or by other similar sources.
- Any prices or rates given by the supplier in agreements, offers, brochures, catalogues, confirmations of orders are to be understood as net prices. VAT tax in the amount resulting from the ruling regulations will be added to the price.
- The price indicated in the confirmation of the order (acceptance of the offer) is valid only for this particular order (offer) and does not apply to ulterior orders (offers).
- Calculation of prices is done on the basis of assumption of stable economic relations.
If in the period between the conclusion of the agreement and the date of its implementation costs of realization of the order increase significantly (raw material prices, labor costs, costs of production, the amount of taxes, etc . ) the supplier is entitled to change the price taking the given change into account or to withraw from the Agreement within one week from revelation of such circumstances.
If, within 7 days from the date of notification about the change in price the orderer does not object, it is believed that he accepted the new price. Orderer’s objection to the change of the price entitles the supplier to terminate or withdraw from the Agreement within 7 days from receiving the objection.
5. IMPLEMENTATION OF THE AGREEMENT
- It does not constitute improper realization of the Agreement by the supplier to provide goods with a surplus or deficiency of quantity (weight, volume , etc .), if the discrepancy does not exceed 20% of the amount specified in the agreement (order) . In such cases, the Orderer is obliged to pay for the quantity of goods actually delivered. The basis for determining the amount of delivered goods is measurement carried out by the Supplier.
- The date of delivery specified in the Agreement is indicative and obliges the Supplier to realize the order within this period or as close to it as possible. In case the delivery dates have not been specified, the order will be realized as quickly as possible, according to the possibilities of the Supplier and the availability of goods .
If after the conclusion of the Agreement it will transpire that the execution of order within the established period is impossible or difficult, the supplier is obliged to immediately inform the Orderer about the new deadline.
- If the Agreement provides that the implementation of the agreement by the Supplier is to be preceded by fulfillment of certain conditions by the Orderer, including the establishment of a security payments, the agreed deadline will be extended by the period of delay in the fulfillment of the aforementioned conditions, or it begins to run after the fulfillment of such conditions by the Orderer, if the date of their fulfillment was not determined.
- The orderer is obliged to check the goods at their release, including their quantity and quality. The occurrence of shortages and quality defects should be pointed by the Supplier in the document confirming the release of goods. Any occurrence of hidden quality should be reported to the Supplier within two days from their disclosure. If the Orderer violates any of the aforementioned terms he loses rights to claim for defects and deficiencies in goods.
- The supplier has the right to receive the agreed payment for the execution of the contract and delivery. Any breach of contract done by the Orderer, especially unpunctual reception of goods from the Supplier’s warehouse, refusal to accept the delivery of goods or withdrawal from being executed or completed order does not release the Orderer from the obligation to pay the agreed price.
6. FORCE MAJEURE
- The Supplier shall not be responsible for any non-delivery or delay in delivery resulting (directly or indirectly) from external impediments, particularly: fire, flood, accidents, explosions, nuclear explosions, earthquakes, storms, epidemics, failure of equipment or machinery, failure of IT systems, sabotage, strikes or other labor disturbances, acts or omissions done by any public authority, lack or cessation of supply of energy, water, raw materials for production. If the hindrance causes a delay in the implementation of agreements, exceeding 30 days, each contractor shall be entitled to withdraw from the Agreement.
- Payment for goods will be made by the Orderer in accordance with the agreed payment date, the Orderer is not entitled to withhold from claims for payment of goods mutual claim appertained to him from the Supplier, in particular a claim related to the registration of complaint, consideration of which is is the subject of a separate case.
- The supplier has the right to charge interest on any overdue or late payment in the amount determined by Polish law.
- If the agreement does not constitute differently, all payments should be made by bank transfer to the Supplier’s bank account indicated on the invoice or in other way established by the Supplier.
- Even if at the conclusion of the agreement it was provided otherwise the Supplier has rights to demand prepayment for goods or provide a secure payment for the goods on the off chance that after the conclusion of the Agreement, the Orderer’s economic situation (financial) in the assessment of the Supplier deteriorated significantly or another, in the assessment of the Supplier, circumstance suggesting a risk of lack of timely payment for goods arose. Until prepayment or a secure payment is made the Supplier may withhold from implication of provision.
- In case of delay of payment for the goods or part thereof, or in the case of initiation of bankruptcy, reorganization, liquidation proceedings against the Orderer (or any similar proceedings under any jurisdiction) the supplier is entitled to withhold from performing the order, including suspension of delivery of goods, even if the initiation is based on different agreements than the one in which the delay arose, , and may withdraw from already concluded agreement.
- In the case of the Agreements, in which deferred payment for goods (trade credit) was established the Supplier reserves the right to unilaterally determine the value of the loan. The supplier is, however, entitled to unilaterally change this limit in the cases referred to in paragraph 3. The supplier notifies the orderer about the granted limit and its changes.
In the case of exceeding the granted limit the Supplier may, ad-lib, suspend further implementation of order or orders whose execution would result in exceeding the granted limit, without the need for a separate notice of the Orderer.
8. TRANSFER OF OWNERSHIP
- The ownership of goods shall be passed to the Orderer only when full payment for the Goods, together with optional interests for the delay is done. In the period from the date of to the date of performing the aforementioned payment the orderer will hold (at his own cost and risk) the ownership of the Goods as a dependent possessor . In this period the Orderer is obliged to insure the goods against all risks to their full gross value. During this period, the Orderer is allowed to use the goods.
The Orderer is obliged to an immediate return of Goods in the cases specified in section 6.3.
In such cases the orderer irrevocably authorizes the Supplier to take physical possession of goods whose ownership has not been passed to the Orderer, including entering for this purpose the Orderer’s office, quarters, warehouse or plant.
- The orderer hereby assigns receivables arising from an optional sale of the goods by the Orderer to the Supplier, in the amount equal to the invoiced price of the goods.
- At Supplier’s request, in order to secure any claims that might arise in connection with the sale of goods, the Orderer shall issue a bill of exchange ( in blank ) or establish another form of security – according to the choice of the Supplier, and is obliged to submit it to the Supplient before making delivery of the Goods.
9. TERMS OF WARRANTY AND COMPLAINTS OF BOPP FILM
- MarDruk packaging Ltd. L.P. guarantees the quality of BOPP polypropylene and PET film for a period of 3 months from the date of production. The warranty covers the level of activation at 36 min DIN.
- The condition of accepting a complaint by MarDruk packaging Ltd. L.P. is to present a complaint in writing within 7 days from the date of noticing defects in the film, during the warranty, specifying the type of the complaint film, thickness , number of the order and a description of the detected defect.
- The orderer loses all rights resulting from the warranty if in case of not keeping the film in indoor or in covered shelters to prevent the film from getting wet, moisture, direct sunlight, at a distance of at least 1.5 m from active heating devices, in a way that protects the film against weather.
- The basis for the acceptance of a complaint apart from the letter of complaint is provide the delivery documents, labels of complaint rolls and samples of defective good, so as to conduct laboratory tests.
- In case of lack of the above documents or filing the complaint after the warranty period – complaints will not be considered.
- Defective film should be packed and protected from damage until the complaint is unsettled. The film must not be returned to the company MarDruk packaging Ltd. L.P. without prior informationa and a written consent of the supplier.
- In case of affirming quality defects the supplier shall be liable only to the actual value of the faulty, unprocessed goods.
- The returned goods have to be unprocessed ( not cut, not printed, not laminated). Acceptance of the complaint will be documented with a corrective invoice.
- In accordance with art. 559 of the Civil Code the importer is not liable for physical defects that arose after passing the danger to the buyer, unless the defects resulted from causes existent in the goods at the time of delivery to the purchaser.
- Verification of goods by the buyer aiming to detect optional visible defects, involving damage to goods in individual packaging, takes place on the day and place of delivery.
- The orderer has no right to withhold from the payment for the complaint goods pending the outcome of the complaint of quality.
- The orderer may not subordinate acceptance of a consumer’s complaint to whether the complaint will be accepted by the supplier.
- MarDruk packaging Ltd. L.P. company within 60 days from receiving the written complaint containing all necessary documents guarantees to consider it.
- In case of rejection of the complaint the orderer may, at his own expense, outsource arbitral research to an independent, accredited laboratory or non-accredited, agreed by both sides. Preparation of the sample must be carried out in the presence of a supplier’s representative. Arbitral research conducted on a sample of the film prepared without the participation of a supplier’s representative shall be deemed unreliable.
- In case of acceptance of the complaint, which should be reflected in a written by both sides protocol, the orderer may demand replacement of the defective goods for goods free of defects, or the refund for the defective goods, after returning them to the supplier.
- In case it is impossible to deliver free of defects goods, or provide a new product would be associated with disproportionately high costs and the parties do not agree on a reduction in price, the supplier may be released from the responsibility of paying the price for the previously returned defective goods.
- Regardless of the basis for claims of the Orderer, on no account may the Supplier’s responsibility exceed the total price of the Goods to which the claim is related.
10. RIGHTS TO RETURN DELIVERED GOODS
- Goods from the commercial viewpoint is considered can only be unprocessed film ( not cut, not printed, not laminated ). Processed goods are not returnable.
- The orderer can not demand replacement of the goods if the supplier claims that the replacement is either impossible or it requires excessive costs associated with importing the goods from the manufacturer.
- Goods with insignificant defects, that when processed by professionals, can have very little or no impact on the final product are not returnable.
11. TRADE SECRET
- All information and documents relating to the agreement and its implementation constitute a trade secret of the Supplier and must not be disclosed to outsiders without a supplier’s written consent, neither can they be used by the Orderer. This also applies to information which the Orderer came to know during preparation and execution of the contract.
- The orderer is particularly obliged not to reveal confidential business, economic and technical information. In addition, the Orderer agrees to use such information only for the purpose of realization of the agreement.
- Referring in advertising materials, recommendations, publications, and other similar materials, to economic relations with the Supplier or using the Supplier’s trademark requires a prior written consent.
12. APPLICABLE LEGISLATION AND JURISDICTION
- These General Terms and Conditions and any agreement will be interpreted, as well as disputes related to them will be solved with accordance to Polish law. We preclude the use of the United Nations Convention on contracts for the International Sale of Goods from 11 April 1980. ( Dz. U. of 13 May 1997 . , No. 45, pos. 286 )
- In case that any rulings of these General Terms and Conditions are or become invalid or unenforceable, the remaining rulings will continue to be valid.
- Any disagreements resulting in any way from These General Terms and Conditions or any agreement will be settled by Polish court, appropriate to the location of the Supplier’s abode.