General sales conditions
Folplast Limited Liability Company
applicable from 30.06.2021 onwards
Art. 1 Definitions
- FOLPLAST – Folplast spółka z ograniczoną odpowiedzialnością (Folplast Limited Liability Company) with its registered office in Kościan (64-000) at ul. Składowa 2A, Tax Identification Number (NIP): 698-000-74-96, National Business Registry Number (REGON): 410074981, National Court Register (KRS): 0000912694.
- CUSTOMER – any natural person, legal person or organizational unit without legal personality registered in accordance with the Polish law or the law of other country that concludes a trade agreement with FOLPLAST in connection with conducting business activities or places an appropriate ‘order’ in respect of ‘the commercial offer’ of FOLPLAST.
- GOODS – all kinds of products and services covered by the commercial offer of FOLPLAST.
- COMMERCIAL OFFER – the goods offered for sale by FOLPLAST, in particular indicated in the catalogue of FOLPLAST and on the company website. The contents of the catalogue and the website does not constitute a commercial offer as defined in art. 543 of the Civil Code.
- ORDER – an order placed in writing or by e-mail by a Customer for the goods or the services from the offer of FOLPLAST. The order should include in particular: the identification data of the Customer, the accurate specification of the subject of the order and the accurate information, which enable the proper provision of the service, in particular in respect of foil imprints.
- ORDER ACCEPTANCE – a statement of FOLPLAST made in writing or by e-mail, which includes the final confirmation of the amount of the goods ordered, their price and the order delivery date. The acceptance and confirmation of the order is the condition for commencing the order processing.
- GENERAL TERMS OF SALE – the present document constituting the rules of the procedure valid while placing orders in FOLPLAST and defining the mutual rights and obligations of the Contracting Parties. ‘The General Terms of Sale’ are an integral part of the agreement.
- AGREEMENT – establishing the essential terms of sale between the Contracting Parties on the basis of the order placed by a Customer and the order acceptance confirmation by FOLPLAST.
- WORKING DAY – means a weekday from Monday to Friday, excluding public holidays.
Art. 2 Scope of application
- These General Terms of Sale apply in respect of sale agreements of the products referred to in the Commercial Offer, deliveries and any other agreements concluded between FOLPLAST acting as a seller and its Customers.
- The General Terms of Sale do not apply only if FOLPLAST makes an explicit statement that they are invalid in a specific agreement concluded with the Customer. The statement that the General Terms of Sale are invalid made by FOLPLAST applies only in relation to a specific agreement and cannot apply to other agreements with a given counterparty unless it is expressly provided for in a given statement.
- FOLPLAST is not bound in any way by general terms of agreements, agreement templates or regulations which are used by Customers unless FOLPLAST has agreed on their validity by means of an explicit written statement.
- Except for the shareholders of FOLPLAST, proxies and representatives holding a valid authorization, none of the employees of FOLPLAST is entitled to change and determine contrary provisions of the General Terms of Sale.
Art. 3 Offers, orders and conclusion of agreement
- When the Customer places an order, an agreement is concluded only if FOLPLAST confirms the acceptance of the order in writing. Placing the order is tantamount to the acceptance of all the provisions included in the present General Terms of Sale by the Customer.
- If the parties determine the provisions excluding or modifying the General Terms of Sale in a specific order, they expire upon the performance of the agreement and do not apply to other orders and agreements concluded between the Customer and FOLPLAST unless it results from an explicit statement of FOLPLAST.
- The subject of the agreement is the goods of the parameters indicated in the product data sheet, including the characteristic values for a given type of a product. The subject of the complaint regarding the quality of the goods can only be the nonconformity of the characteristic values of the goods with the values indicated in the product data sheet.
- Replies to the enquiries for quotation made by the Customer to FOLPLAST are valid for 5 working days starting from the date when they are sent by FOLPLAST unless otherwise indicated in the reply.
- While placing an order in FOLPLAST for the first time, the Customer undertakes to submit along with the order the valid copies of the following documents certified by him/her/it:
- the excerpt from the business activity register or the transcript from the National Court Register,
- the decision on the NIP (Tax Identification Number) assignment,
- the certificate of the REGON (National Business Registry Number)
- FOLPLAST may suspend the order processing / the performance of the agreement if the Customer does not submit all the documents required in item 5 above.
- Orders are accepted in writing or by e-mail.
- The order delivery date is determined by FOLPLAST every time during the order acceptance. This time limit can be extended in the case of ordering non-standard quantities of the product or the lack of availability of raw materials and semi-finished products necessary for manufacturing the final product or if the Customer makes changes to the order after it has been confirmed. The terms and the order delivery date should be confirmed by FOLPLAST every time to be valid.
- The order delivery date including the imprint service may be extended if the Customer does not confirm the final imprint design up to 14 days before the confirmed delivery date and in the case of cooperation based on a prepayment, the Customer does not make it 10 days before the confirmed delivery date.
- In the case of the order of the imprint service, the Customer is obliged to provide a graphic design saved in a graphics program that allows its free reading (the most desirable form of a file is a file with the extension .ai). If FOLPLAST works out the materials supplied by the Customer, this service is additionally paid.
- If an order is cancelled after being accepted for processing, FOLPLAST is entitled to recover all the costs connected with its processing.
- FOLPLAST declares that the colours of imprints can only be similar to the sample book used for foil printing in respect of orders connected with imprints. The difference in the colour of the imprint compared to the sample book is not a defect and is not subject to a complaint.
- The Customer is obliged to:
- keep the entry (the copy) from the relevant register in respect of conducting business activities up to date,
- keep the National Business Registry Number (REGON) and the decision on the Tax Identification Number (NIP) assignment up to date,
- inform immediately in writing about every event (fact) affecting the financial situation of the Customer, including in particular any disturbance of the financial liquidity or the solvency of the Customer, the risk of bankruptcy or liquidation and when a bankruptcy or liquidation petition concerning the Customer in respect of his/her/its business activities has been filed.
Art. 4 Delivery
- The goods are delivered to the indicated address in Europe under the terms of Incoterms 2010.
- The goods released or sent to the Customer shall not be returned or replaced, except for the cases referred to in the article ‘Complaints’.
- If the Customer fails to collect the goods on an agreed date, FOLPLAST, as far as it is possible, shall store the goods at the expense and the risk of the Customer (the risk of accidental loss and damage to the goods is transferred to the Customer at the moment when according to the agreement the Customer was supposed to collect the goods) or FOLPLAST is entitled to withdraw from processing this order without determining an additional time limit for collecting the ordered goods by the Customer. At the same time FOLPLAST is entitled to claim from the Customer a contractual penalty of 70% of the gross value of the goods ordered by the Customer and the Customer undertakes to pay the contractual penalty at the first written request of FOLPLAST. Irrespective of the contractual penalty referred to above, FOLPLAST has the right to claim compensation on general terms.
- The liability for damages of FOLPLAST due to the improper performance of the agreement is limited to the price amount of the goods covered by the order. FOLPLAST shall not be liable for any lost profits that may result from the improper performance of the agreement.
Art. 5 Pallets
- Unless the parties have agreed otherwise, FOLPLAST keeps each Customer’s documentation concerning the pallets owned by FOLPLAST and which have been given to the Customer. The documentation contains the information concerning the quantity and the type of the pallets that are in trade relations with each Customer.
- At the request of the Customer FOLPLAST shall release a current copy of the documentation referred to in item 1.
- The return of the pallets must be signed for every time by the Customer on the delivery note of FOLPLAST, however, at each delivery of the goods the Customer is obliged to return exactly the same number of pallets of the equal value he/she/it received with the delivery.
- At least once a year the Customer is charged the value of not returned or damaged pallets at one time.
Art. 6 Prices
- All prices given by FOLPLAST, including the prices of working out of the imprint and a subsequent printing process, are net prices.
- All prices are expressed in Polish zlotys unless a different currency results from the concluded agreement or the submitted offer.
- In the case of the extraordinary increase in the expenses of FOLPLAST resulting from the increase in the suppliers’ prices, labor costs, production costs, the amount of taxes or currency fluctuations, FOLPLAST is entitled at its own discretion to change a price taking into consideration the change of circumstances or to withdraw from the agreement concluded with the Customer within 7 days from the disclosure of such circumstances. If the Ordering Party does not raise the objection within 7 days from the date of informing him/her/it of the price change, it is assumed that he/she/it has accepted the new conditions. Otherwise, FOLPLAST has the right to withdraw from the agreement within 7 days from the date of serving the letter of objection.
Art. 7 Terms of payment
- Payments shall be made on the basis of VAT invoices issued by FOLPLAST after delivering the goods to the Customer and shall be settled under the conditions set out below unless the Parties determine the other terms of payment in the agreement.
- The condition for granting a trade credit to the Customer by FOLPLAST is a positive decision of the company insuring trade receivables. The cost related to the issuance of the decision by the policyholder is on the part of FOLPLAST.
- The date of the payment is the date of crediting the account of FOLPLAST. The costs connected with the transfer shall be borne by the Customer.
- While placing the order or concluding the agreement the Customer is obliged to provide the accurate data necessary for issuing a correct VAT invoice. FOLPLAST shall not be liable for issuing a VAT invoice in accordance with the data submitted by the counterparty.
- FOLPLAST may make the fulfillment of the Order dependent on the previous advance payment of the specified amount or expressed as a percentage of the order value.
- FOLPLAST is entitled to cancel any kinds of privileges granted to the Customer (rebates, discounts, deferred payments, credit limits) and to withhold the release of the subject of the agreement, including the next batch of the goods, without the liability for the non-performance of the agreement if the Customer does not fulfil the financial conditions specified in the agreement.
- Each day of a delayed payment shall result in the statutory interest for delay in commercial transactions in force on the date of the payment charged by FOLPLAST.
Art. 8 Complaints
- The goods classified as defective or incompatible with the order or the presented product data sheet are subject to a complaint.
- Defects of the part of the goods do not allow complaining about the entire delivery.
- The Customer is obliged to check the ordered goods immediately upon their receipt but no later than within two working days in terms of their quantity and within twenty working days in terms of their quality from the date of receipt and he/she/it must make a complaint within this period.
- The Customer should inform FOLPLAST immediately of the discovery of the concealed defects, but not later than after the end of the period in which FOLPLAST guarantees that the properties of a given product shall not change.
- A complaint shall be made in electronic form by e-mail …. or by logging in the complaint platform of FOLPLAST: http://18.104.22.168/reklamacje/ on the Customer’s individual account. The Customer is obliged to indicate the goods and the order number which the complaint relates to, the quantity, the reason for the complaint and the suggested method of settling the matter. The Customer should send back the batch of the goods being complained about only after agreeing with FOLPLAST on the method and date of delivery. The delivery of the batch of goods being complained about made by the Customer without the prior notification of the complaint and determination of the method and date of delivery entitles FOLPLAST to refuse to accept the delivery.
- After the time limits specified in item 3 of the present paragraph, the guarantee rights of the Customer for defects of the subject of the agreement expire.
- FOLPLAST is obliged to handle the complaint within 21 days of its receipt. FOLPLAST shall be liable for the events specified above to the value of the defective order.
- A complaint shall not be taken into account if:
- the goods have been changed (modified) by the Customer or a third party (e.g. imprints, lamination),
- it is made after the time limits provided for in the present paragraph,
- the quality of the goods complies with the quality specified in the presented product data sheet,
- The Customer misused the goods,
- The Customer or a third party in any way, contrary to the purpose of the goods, interfered physically with the goods.
- Making a complaint does not interrupt the payment deadline.
- FOLPLAST shall not be liable for any complaints made by third parties, including in particular entities for whom Customers have made a purchase or whom they have resold the goods/services purchased in FOLPLAST.
- After reselling or delivering the goods to the next recipient, the Customer takes the entire responsibility for any qualitative or quantitative deficiencies. The same applies to the goods subject to further processing (e.g. imprints, lamination) if the Customer purchases clean, marked goods in FOLPLAST. Returns of the goods processed in any way shall not be accepted.
- FOLPLAST is liable only up to the price amount of the goods and only in relation to the Customer. The liability in relation to third parties unless it results from the mandatory regulations of law is excluded.
Art. 9 Special reservations and force majeure
- FOLPLAST declares that there can be deviations from the models in the delivered goods due to the technical determinants. It especially concerns the discolouration of the foil and the colours of the imprints.
- FOLPLAST declares that there may occur quantitative deviations in the ordered goods. These deviations shall not exceed 8% in relation to the quantities ordered if the weight of the order does not exceed 2000 kg and 5% if the weight of the order exceeds 2000 kg.
- The actual quantities of the delivered goods shall be included in VAT invoices issued by FOLPLAST.
- FOLPLAST shall not be liable for non-performance or improper performance of the Agreement if it is the result of force majeure. Force majeure is an external event that FOLPLAST could not have foreseen in any way such as a war, strikes, natural disasters, an epidemic, shortages in electricity supply or shortages or delays in raw material supply. In the event of force majeure, FOLPLAST shall notify the Customer as soon as possible. In such a situation the Parties shall establish new conditions for processing the placed, but not completed orders.
Art. 10 Retention of title
- The delivered goods shall remain the property of FOLPLAST until the purchase price is paid in the way set out in article 7.
- The retention of the title for FOLPLAST does not exclude the rights of the Customer to use, process and dispose of the delivered goods as part of its normal commercial operations. The Customer may not use the goods as any collateral or put the goods in pledge.
- The ownership right of FOLPLAST does not expire if the delivered goods are used as packaging or are used as processed packaging material. FOLPLAST remains the owner or the co-owner of the new goods or the processed packaging.
- Due to the retention of title, in the event of failure to pay the outstanding obligations by the Customer, he/she/it assigns to FOLPLAST any receivables that it shall be entitled to from third parties in connection with the further sale of foils (regardless of whether they are sold or processed as a foil of a different type) up to the amount of debt.
Art. 11 Export and import permit
- The goods delivered by FOLPLAST are intended for the use in the country of the delivery specified by the Customer. The re-export of the goods specified in the agreement, either individually or in an integrated form, is in principle subject to the export laws of the Republic of Poland or other country of the delivery agreed with the Customer. The Customer is obliged to make enquiries about the relevant regulations related to the export of goods to third countries on his/her/its own.
Art. 12 Copyrights
- If using the copyrights or the industrial property rights (e.g. a trade mark, a utility model) or the related rights is required for the performance of the agreement by FOLPLAST, the Customer that makes these rights available to FOLPLAST to perform the agreement is exclusively responsible for the rules and the control of their use. If the rights of the third parties are violated due to the performance of the agreement by FOLPLAST, the Customer releases FOLPLAST from any claims of these persons that may arise from the use of the copyrights, including the industrial property rights, the third parties are entitled to during the performance of the agreement and the potential liability in this regard shall be borne exclusively by the Customer.
- The Customer declares that he/she/it is entitled to the copyrights or the industrial property rights (e.g. for a utility model, a trade mark) that are to be used while processing the order. At the request of FOLPLAST the Customer proves that he/she/it has the right to use the copyrights that are to be used while processing the order. If the Customer fails to prove that he/she/it has these rights, FOLPLAST is entitled to refuse to accept the order for processing or to refrain from processing the order until the Customer proves to have the said rights.
Art. 13 Confidentiality
- The Contracting parties are obliged to keep secret all the information in the possession of which they have come as part of the cooperation. This restriction does not apply to the publicly available information or the information that must be disclosed by the party at the request of the competent state authority.
- Confidentiality shall be observed by the parties also after the termination of the agreement regardless of the reason for its termination.
Art. 14 Final provisions
- Any changes, including additions to the agreement, shall be made in writing or in the electronic form and must be concluded by the authorized representatives of the parties or else shall be null and void.
- The parties undertake to negotiate in a situation of potential disputes that may arise during the performance of the agreement, including the issues related to the interpretation of the provisions of the agreement and the validity of its provisions.
- The General Terms of Sale are an integral part of the agreement concluded between the parties and shall enter into force on the day of signing the agreement and they are valid until the date of the termination or the expiration of the agreement.
- The applicable law to settle any disputes that may arise during the performance of the agreement is the Polish law and the competent court having jurisdiction over any disputes is the court competent for the seat of FOLPLAST.
- The present General Terms of Sale are effective as of 30th June 2021.