Folplast Sp. z o.o.

General sales conditions
applicable from 01.10.2017

Art. 1 Definitions

1. CUSTOMER – every natural or legal person, or an organizational unit without legal personality registered under the laws of Poland or other state, that in connection with its business activities enters trade agreement with Folplast or places a respective “order” within limits of Folplast “trade offer”.
2. GOODS – different goods and services subject to Folplast trade offer.
3. TRADE OFFER – goods offered for sale by Folplast, and in particular listed in the Folplast catalogue and on its webpage. The content of the catalogue and the webpage shall not form a trade offer in the meaning of art. 543 of the Polish Civil Code.
4. ORDER – written, faxed or e-mailed order placed by the Customer for goods or services offered by Folplast. The order shall list, in particular: the identification data of Customer, exact designation of ordered object and information allowing the correct service, and in particular concerning the print on films.
5. ORDER ACCEPTANCE – a written or e-mailed declaration by Folplast that contains final confirmation of ordered quantities of goods, their price and order completion date. The acceptance and confirmation of order is the condition for the start of its completion.
6. GENERAL SALES CONDITIONS – the present document that forms part of the bylaws applicable to placing orders with Folplast and defining mutual rights and obligations of the Parties to the agreement. The “General sales conditions” form a integral part of the agreement.
7. AGREEMENT – agreement of essential sales conditions between the Parties to the agreement, based on the order placed by the Customer and order acceptance by Folplast.
8. WORKING DAY – a weekday from Monday to Friday, with the exception of public holidays.

Art. 2 Scope of applicability

1. The present General Sales Conditions apply to sales agreements for products defined in the Trade Offer, supplies and all other agreements entered between the Folplast as a seller and its Customers.
2. The General Sales Conditions shall not apply only, if a distinct declaration of their non-applicability is made by Folplast for a respective agreement with its Customer. The declaration of non-applicability of General Sales Conditions made by Folplast shall only apply to the respective agreement and will not be applicable to other agreements concluded with the same customer, if not specifically declared otherwise.
3. Folplast is not bound in any scope by general agreement conditions, contract templates or bylaws that are applied by its Customers, if not otherwise provided for in from of a separate written declaration.
4. With the exception of Folplast shareholders, proxies and agents holding valid power of attorney no employee of Folplast shall be entitled to change or amend or set different provisions for General Sales Conditions.

Art. 3 Offers, orders and conclusion of the agreement

1. In case of an order placed by the Customer the agreement is only concluded if the order acceptance was issued by Folplast. Placing an order forms a declaration of acceptance of all provisions of the present General Sales Conditions by the person placing the order.
2. Shall the parties agree conditions that void or alter the General Sales Conditions for a order, these shall terminate the moment such an agreement is executed and shall not apply to other orders or/and agreements between the Customer and Folplast if the contrary is not directly declared by Folplast.
3. Object of the agreement are goods with parameters indicated in technical sheet that includes characteristic values for the respective product type. The object of quality return can only be the non-conformity of the characteristic values of the goods with the values indicated in the technical sheet.
4. The Folplast quotations in reply to Customer questions shall be valid for 5 working days, from the date of their sending by Folplast, if the quotation does not state otherwise.
5. When placing their first order with Folplast the Customer undertakes to provide the copies of the following documents, certified with its own signature:
6. – a certificate from the register of enterprises or the National Court Register,
   – ruling concerning the award of the NIP tax number,
   – ruling concerning the award of the REGON statistical number.
7. Folplast reserves the right to withhold the order/agreement execution, shall the Customer fail to provide all of the required documents listed in item 5 above.
8. The orders are accepted in writing, by e-mail or fax
9. The order execution date will be set, for every order, by Folplast during order acceptance. This term may be extended in case of non-standard quantity or lack of available materials and semi-finished goods required to manufacture the final product. In order to be binging the terms and conditions for agreement execution shall be confirmed by Folplast in every case.
10. The term for order completion for orders including the printing services may be extended if the Customer fails to accept the final print design up to 14 days prior to the confirmed delivery date, and in case of prepayment-based services, if the prepayment is not made till 10th day preceding the confirmed delivery date.
11. In case of ordering print services the Customer is obliged to provide the graphic design stored in a graphic suite that enables its free reading (the most desirable file format is that with the .ai extension). The processing services for materials delivered to Folplast by the Customer shall be subject to additional charge.
12. In case of cancellation of accepted order Folplast shall have the right to claim all costs connected with its completion.

13. Regarding print orders Folplast informs that the colours of the prints may only be similar to the templates used for printing on film. The difference in colour of the print from the template does not constitute a defect and is not a basis for filing a complaint. The permissible tolerance of the rapport – repetition of the print – is +/- 1% of the rapport size, unless otherwise stated in the contract with the customer.

14. The Customer is obliged to:- keep its registration certificate (certified copy) from the respective registeconstantly updated when it comes to the scope of its business activities,
    – keep the REGON and NIP number awards constantly updated,
    – immediately notify in writing about any event (fact) that influences its financial situation, and in particular of any changes in its financial fluidity or solvency, threat of bankruptcy or liquidation, or any initiated bankruptcy or liquidation procedures connected with the business activities of the Customer.

Art. 4 Supply

1. The supply of goods will take place to the indicated European address, under the conditions of Incoterms 2010.
2. The goods transferred or sent to the Customer shall not be returned or replaced, with the exception of cases defined in the “Returns” clause.
3. Shall the Customer fail to collect the goods on agreed date Folplast – if it is feasible – will store the goods at the expense and risk of the Customer (risk of accidental loss or damage shall be transferred to the Customer on the date the Customer was due to collect the goods) or Folplast shall be entitled to abandon order without giving the Customer another collection date for the goods. At the same time Folplast shall have the right to claim from the Customer a contractual penalty in the sum of 70% of the gross value of the goods ordered by the Customer, and the Customer shall pay this penalty on first written call for payment received from Folplast. Independent from the aforesaid contractual penalty Folplast reserves the right to claim damages on general principles.
4. The compensatory responsibility of Folplast for improper performance under the agreement shall be limited to the price of ordered goods. Folplast shall bear no responsibility for any possible profits lost due to its improper performance.

Art. 5 Pallets

1. If the parties did not agree otherwise Folplast will keep a record of Folplast pallets for every customer that were transferred to the Customer. This record shall include the number and type of pallets that are exchanged with every Customer.
2. On Customer’s request Folplast will issue an updated copy of record of item 1.
3. The return of pallets shall be, on every occasion, confirmed by the Customer on the Folplast Delivery Note [Pol. “WZ”], and for every shipment of goods the Customer shall be obliged to return the exact number of pallets that it received with the supply.
4. At least once a year the Customer will pay a single charge for all the pallets that were not returned or returned damaged.

Art. 6 Prices

1. All prices quoted by Folplast, including prices for print design and later printing, are net prices.
2. All prices are in Polish Złoty if the agreement or the quotation do not list another currency.
3. In case of extraordinary change in Folplast costs, resulting from rise of prices of suppliers or exchange rate changes, Folplast shall reserve the right to terminate the agreement with the Customer, shall the customer fail to consent a change in previously agreed prices.

Art. 7 Payment terms

1. Payments will be made on the basis of VAT invoices issued by Folplast after the goods are transferred to the Customer and payable under conditions set hereinafter, shall the Parties agree no different payment terms in their agreement.
   
   a) The condition under which Folplast will grant a customer a credit line is the positive opinion of the company insuring trade transactions. The cost of insurer’s opinion shall be covered by Folplast.

2. The payment date shall be the date the Folplast account is credited. All cost of transfer shall be covered by the Customer.
3. Placing the order or concluding the agreement the Customer is obliged to provide exact data required to issue a correct VAT invoice. Folplast shall assume no responsibility for issuing a VAT invoice according to data provided by the Customer.
4. Folplast can make Order completion contingent on previous prepayment defined as a set sum or percentage of order value.
5. Folplast shall have the right to withdraw all Customer privileges (rebates, bonuses, longer payment terms, credit lines) and withhold the transfer of object of the agreement, including subsequent batches of good, without any responsibility for failure to perform under the agreement, shall the Customer fail to perform any of its financial obligations under the agreement.
6. Every day of late payment will result in Folplast accruing statutory interest for late payment in business transactions, at a rate applicable on payment date.

Art. 8 Returns

1. Only goods that do not conform to the order or technical sheet, or are qualified as damaged can be subject to return.
2. Defects in part of goods do not entitle to return the whole supply.
3. The Customer is obliged to check the ordered goods immediately after receiving them, and in no case later than two working days after for quantity-related issues, and no later than twenty working days after reception for quality-related issues, and to notify a return within the aforesaid date.
4. In case of hidden defects these should be notified to Folplast immediately after their detection, but in no case later than after the end of period for which the properties of the respective product are guaranteed not to change by Folplast.
5. The notification should be submitted in electronic form, after logging in the Folplast quality return service http://46.238.101.141/pl-PL within the individual Customer account. The Customer is obliged to provide the goods subject to return, their quantity, reason for return and proposed settlement conditions. The batch of returned goods should only be sent back after agreement of shipment date and way with Folplast. Sending a returned batch of goods without prior notification of return and agreement of mode and date of delivery shall entitle Folplast to reject the acceptance of the parcel.
6. After the terms listed in item 3 of the present paragraph all warranty rights of the Customer for the goods terminate.
7. Folplast is obliged to investigate the return within 21 days of its notification. Folplast limits its responsibility for aforesaid events to the total value of the defective order.
8. The return will not be accepted if:a. the goods were altered (processed) by the Customer or a third party (e.g. by prints, lamination),
   b. it was notified after the notification period under this paragraph,
   c. the quality of goods meets the one in the presented technical sheet,
   d. the Customer did not use the goods according to their intended use,
   e. the Customer or any third party tampered (physically) with the goods in any way contradicting their intended use.
   
9. Notification of return shall not stop the payment term.
10. Folplast will bear no responsibility for returns notified by third parties, and in particular the entities that the Customer purchased for, or alternatively whom they resold the goods/services purchased from Folplast.
11. After resale or transfer of goods to another recipient the responsibility for any quality and quantity issues shall be wholly transferred to the Customer. The same applies to goods subjected to further treatment (e.g. print, lamination) in cases where the Customer purchases blanked, marked goods from Folplast. Returns of goods that were processed in any way will not be accepted.
12. Folplast bears only the responsibility limited to the price of goods and solely in relation to the Customer. The responsibility towards third parties, if not required by absolutely binding legislation, is excluded.
13. Folplast limited liability company shall not be liable for the customer difficulty in using the film containing PIR and PCR regranulate. This is caused by the lack of repeatability in the raw material which is the regranulate, both, post-production and aftermarket regranulate, so Folplast does not guarantee the constancy of such parameters as COF friction coefficient, heat shrinkage, weldability, strength, as well as colouring, transparency, opacity or presence of intrusions in the film.

Art. 9 Particular reservations

1. Folplast reserves that due to technical reasons there may be deviations from the patterns in the delivered goods. This concerns in particular the colouring of the film and the colour of print.
2. Folplast reserves the possibility of quantitative deviations in ordered products. These deviations shall not exceed 8% of ordered quantities if the order mass is less than 2000 kg and 5% if the ordered mass exceeds 2000 kg.
3. The VAT invoices issued by Folplast shall include actual quantities of delivered goods.

Art. 10 Reservation of title

1. The delivered goods remain the property of Folplast until the final payment of price has been made pursuant to art. 7.
2. The reservation of ownership title by Folplast does not exclude the Customer rights to use, process and sale the delivered goods within the scope of its normal business activities. The Customer may not use the goods as any form of security or deposit it.
3. The ownership title of Folplast does not terminate if the goods are used as package or processed packaging material. Folplast will remain the legal owner or co-owner of the newly created goods or processed packaging.
4. Due to title reservation, in case of failure to pay by Customer, the Customer shall transfer to Folplast all receivables that it receives from third parties in connection with further resale of the film (whether sold as processed or as other type) up to the sum of its obligations towards Folplast.

Art. 11 Export and import limitations

1. The goods delivered by Folplast are intended for use in the country of delivery, as indicated by the Customer. The re-export of goods subject to the agreement – individually or in integrated form – shall be subject to export legislation of the Republic of Poland, or alternatively of the country of delivery agreed with the Customer. The Customer is obliged to individually seek advice concerning the legislation connected with export of goods to third countries.

Art. 12 Copyrights

1. In case the performance of agreement by Folplast requires the use of copyrights or industrial property rights (e.g. trademarks, usable patterns) or related rights, the Customer shall be solely responsible for the execution and supervision of rights that he made available to Folplast for the purpose of agreement execution. Shall the performance under the agreement by Folplast infringe third party right the Customer will indemnify Folplast from all claims of third parties resulting from the agreed use of copyrights, including industrial property rights of third parties, and the potential responsibility for that shall be borne exclusively by the Customer.
2. The Customer declares that it holds copyrights or industrial property rights (e.g. trademarks or utility patterns) that are to be used in order completion. On demand of Folplast the Customer will prove that it holds the right to use the copyrights that are to be used during order completion. In case the Customer can’t prove these right the Folplast shall be entitled to reject the order or to suspend its completion till the Customer proves that it holds the respective rights.

Art. 13 Confidentiality

1. The parties of the agreement are required to keep all the information that they acquired during their cooperation in confidence. This limitation does not pertain to the information known to the public or information that have to be disclosed by a party on motion of entitled state authority.
2. The duty to keep the confidentiality shall survive the agreement, regardless of the reason for its termination.

Art. 14 Final provisions

1. All changes, including amendments of an agreement require a written or electronic form concluded by authorized representatives of the parties, or shall otherwise be deemed null and void.
2. The parties agree to negotiate to resolve possible disputes arising from execution of the agreement, including the issues of interpretation and validity of its provisions.
3. The General Sales Conditions form an integral part of the agreement concluded between the parties and shall be binding from the date of its conclusion till its term or termination.
4. The Polish law is granted jurisdiction over any possible disputes that may result from execution of the agreement, and the court of jurisdiction shall be an appropriate court of common law for the headquarters of Folplast.
5. The above General Sales Conditions come in force on 01.10.2017.