GENERAL CONDITIONS OF SALE „impress decor Polska” Sp. z o.o.

GENERAL CONDITIONS OF SALE „impress decor Polska” Sp. z o.o.

GENERAL CONDITIONS OF SALE „impress decor Polska” Sp. z o.o. [Ltd.]
c)
ARTICLE 1. GENERAL TERMS, DEFINITIONS.
1.1 The above General Terms of Sale of “Impress décor Polska” Sp. z o.o. [Ltd.] pursuant with art. 384 of
the Civil Legal Code, have been approved by both Parties hereto, are valid and binding to the said
Parties and unless agreed otherwise, constitute the content of the Sales Agreement.
1.2 Unless not specified otherwise, the expressions used in the following terms and conditions shall
have the following meaning:
a) GCS – the above General Conditions of Sale,
b) Sales Agreement – an agreement, the object of which is a sale of Products entered into between the
Seller and the Buyer based on an Order placed by the Buyer and accepted by the Seller pursuant with
the above GCS,
c) Seller - „Impress decor Polska” Sp. z o.o. with principal offices located at ul. Handlowa 1, 19-300 Ełk,
Poland entered into the Registry of Entrepreneurs by District Court in Olsztyn, the VIII D i v i s i o n o f
Commerce of the National Court Registry under entry no.: KRS 243051, NIP [Tax Identification
Number]: 848-15-49-990, REGON [Company Id number] 811223100, founding capital: 2, 5 1 0 , 0 0 0
PLN.
d) Buyer – entity placing an Order, being a Party to the Sales Agreement,
e) Products - means goods named and described in detail, as to all the essential features and parameters in the Product Documentation and delivered to the Buyer pursuant with the Order and
the GCS,
f) Purchase Order – means an order for the sale of Products placed with the Seller by the Buyer pursuant with the above GCS.
g) Products Documentation – documentation containing a detailed description of all relevant parameters and characteristics of the Products, in particular the technical, technological, quality description of Products along with technical specifications, matrixes, samples, components and Intellectual Property rights,
h) Intellectual Property Rights – means any and all protected within the territory of the Republic of
Poland and abroad forms of intellectual property pertaining to Products including copyright and
related rights, trade marks, patents, utility models, industrial designs, know-how related to Products and the production process thereof, including Products manufactured or delivered by
other entities of the Seller's capital group,
a) Price list – a list of Product prices binding to the Parties hereto,
b) Weight – weight of the Product set in the Price List for the purpose of calculated the price of the Product according to the following formula: Product net weight (less packaging) is equal to the
Product's gross weight (with packaging).
1.3 The above GCS apply to all Sale Agreements, and all offers submitted by the Buyer to the Seller, as
well as all submitted by the Seller to the Buyer calls for filing for tenders and Purchase Orders,
pertaining to the execution of the Product Sale Agreements.
1.4 The Seller shall be entitled to modify, alter the above GCS or exclude some of the provisions herein
from being executed. Changes in GCS shall be binding to the Buyer from the date of the submission
to the Buyer of the aforesaid in the same form and in the same mode, in which the above GCS were
submitted to the Buyer.
1.5 In an event of a divergence between the content of GCS and the context of the Sales Agreement or
detail annexes the aforesaid Agreement, the context of the Agreement shall take precedence before
the GCS and next will be the detailed annexes.
1.6 The above exclusively excludes any and all references to the general conditions of the Buyer.
1.7 Where, in international business Sales Agreement, INCOTERMS shall be agreed upon, then the
provisions of these General Conditions of Sale in part or entirely contradicting the set terms of the
INCOTERMS shall take precedence unless the Parties hereto shall agree to otherwise.
1.8 The content of the above GCS has been published on the Seller's website www.impress.biz.
ARTICLE 2. CHARACTERISTIC OF THE PRODUCT(S).
symbol PKWiU i stawkę podatku VAT, PKWiU [Polish Qualification of Goods and Services] symbol
and VAT tax rate,
d) price,
e) production date.
The date of Products delivery shall be the date of the signing of the Internal Receipt Invoice.
4.3. Transference of any and all risks and costs relating to the Products shall take place at the moment of
the receipt of the Products confirmed by the signature of an authorized representative of the B u y e r
of the shipment driver as well as an authorized representative of the Seller on the Internal Receipt
Invoice (Shipment Specification) as defined in Article 4.2 above.
4.4. Unless Parties do not agree otherwise, the delivery of the Products shall take place based on the
Incoterms 2000 FCA terms – place of delivery for the shipper – the Seller's warehouse located in 19
300 Ełk, Poland at ul. Handlowa 1 [Street] or CPT place of delivery for the shipper the Seller's warehouse located in 19-300 Ełk, Poland at ul. Handlowa 1 [Street] as per the choice of the Buyer indicated on the Purchase Order.
4.5. Transfer of the ownership of the Product unto the Buyer shall take place at the moment of payment
of the price for the Products to the Seller as well as any and all obligations related to the execution of
the Purchase Order.
ARTICLE 5. OVER AND UNDER DELIVERIES.
The Parties agree that over- or under-deliveries of up to 10% of the amount ordered shall not constitute a
defect and shall not give rise to a complaint. In the case of the supply of paper products made to order
below 3,000 kg, this percentage shall increase to 20%.
ARTICLE 6. PRICES – TERMS OF PAYMENT
6.1 Products shall be sold to the Buyer at prices defined in the Price list valid on the date of sale.
6.2 The Seller reserves the right to change the selling prices of the Products as given in the Price list. The
Seller shall inform the Buyer about a change in prices, each time such a change occurs, in writing
with a 30 (thirty) day notice. In an event of a price change, the Seller shall submit to the Buyer a valid
price list, which shall be equivalent with the change of prices of the sold Products by the Seller based
upon the Sales Agreement.
6.3 A VAT tax shall be added to the prices of the Products indicated in the Price list, in the amount in force
on the delivery date of the Products.
6.4 The granting of a rebate or discount in prices shall be by written agreement only between the Parties
of the Sales Agreement.
6.5 Unless Parties do not state otherwise in writing, the payment for the delivered Products shall be payable within 30 (thirty) days from the date of signing of the Internal Receipt Invoice (Shipment Specification) by both Parties pursuant with Article 4.2. above.
6.6 The Buyer shall only be entitled to offset amounts of payment due to the Seller with obligations of
the Seller to the Buyer ensuing from the Sales Agreement if its claims ensue from the Sales Agreement and are formally set by legal enforced decision of the courts or another institution authorized
to settle disputes or have been recognized by by the Seller.
ARTICLE 7. ACCOUNT SETTLEMENT DOCUMENTS
7.1 An account settlement document shall be a VAT invoice issued according to the actual status and
generally enforced tax regulations.
7.2 A copy of the Internal Receipt Invoice (Shipment Specification) shall be enclosed with the VAT invoice
confirming the receipt of the Products.
7.3 Any and all payments shall be made in a non-cash payment form, through a bank transfer to the
bank account of the Seller as indicated on the VAT invoice. The date of payment shall be the date on
which the payment monies shall be received in the Sellers bank account.
Characteristic of the Product(s) is defined in Product Documentation.
ARTICLE 8. SELLER'S WARRANTEE
ARTICLE 3. PURCHASE ORDERS
3.1 The sale of Products shall take place exclusively on the basis of Purchase Orders placed with the
Seller by the Buyer as defined in Article 3.2 and 3.3 above.
3.2 Purchase orders will be placed by the Buyer in writing or by fax.
3.3 Orders shall be executed under the provision that the Seller shall confirm receipt of the Purchase
Order within 7 (seven) business day from the date it is delivered pursuant with the requirements
agreed upon in Article 3.2 above. In an event, the Seller will not be able to execute the Purchase
Order due to lack of the Product assortment ordered or for other reasons, then the Seller shall inform
the Buyer of the aforesaid fact in writing or by fax in order to make appropriate correction on the
Purchase Order. Provisions contained in Article 3.2 and 3.3 herein shall be applied in correcting a
Purchase Order.
3.4 The Purchase Order shall define the type of packaging in which the Product shall be delivered. Where
the Buyer fails to indicate the type of packaging, the Products shall be delivered in standard form
packaging or loose without packaging if it is thus commonly accepted.
3.5 Deliveries of Products will be carried out in one shipment or in partial shipments according to the
schedule specified in the Purchase Order. The date of delivery of the Products in a single shipment
shall be the date specified on the Purchase Order and confirmed by the Seller. In an event of partial
deliveries, the date of delivery of the Products will be the date specified in the schedule specified on
the Purchase Order and confirmed by the Seller.
3.6 In an event the delivery of the Products, in its entirety or as partial deliveries, cannot be completed on
time, then the Seller is hereby obligated to and shall notify the Buyer of this fact and set a new
delivery date with the Buyer. Should a new delivery date not be set by both Parties, the Purchase
Order shall be considered as cancelled.
ARTICLE 4. PRODUCT DELIVERY
4.1 Unless not agreed otherwise, the handover of the ordered Products and the receipt thereof by the
Buyer shall take place at the Seller's warehouse located in 19-300 Ełk, Poland at ul. Handlowa 1
[Street].
4.2 The document confirming the delivery of the Products to the Buyers shall be an Internal Receipt
Invoice (Shipment Specification) signed by an authorized representative of the Buyer or the driver of
the shipping vehicle and by an authorized representative of the Seller and the said document shall
contain the following information:
a) Purchase Order number,
b) specification of Products according to the Purchase Order,
8.1 The Seller hereby guarantees that the Products sold will be in accordance with Product Documentation and the Purchase Order.
8.2 The quality of the Products delivered to the Buyer shall meet the requirements defined in the generally enforced regulations of Polish law.
8.3 The given guarantee is the single and only liability of the Seller for defects in the delivered Products
regardless whether the said liability ensues from the above Agreement, prohibited act and/or
whether the liability pertains to damages or losses shall be related to defects of goods or caused by
the defects of the goods. The Seller shall not be held liable in a different scope, even if the extended
liability shall be a result of applied during the sale conditions, declarations, the Buyer's guarantee or
other similar types of actions or declaration causing the extension of liability whether it be based on
a statute or any other legal basis.
8.4 The Parties hereto exclude in its entirety a warrantee for defects of the Products as defined in regulations of the Civil Legal Code, including in art. 609 of the Civil Legal Code.
ARTICLE 9. COMPLAINTS
9.1 The Buyer shall be entitled to file complaints pertaining to the quantity and quality of the delivered
Products by no later than within the following time periods:
a) in an event of complaints pertaining to the quantity of Products being inconsistent with the received Purchase Order – within 7 (seven) days from the date of signing the Internal Receipt Invoice
(Shipment Specification), pursuant with Article 4.2.,
b) In an an event of complaints pertaining to inconsistency with Article 8 of Product quality – within 21
(twenty one) days from the date of signing the Internal Receipt Invoice (Shipment Specification),
pursuant with Article 4.2.,
c) The formal complaint form will be forwarded by the Buyer to the Seller by regular mail, fax or electronically by e-mail within the restricted above time period for filing complaints. The Seller shall
review the complaint filed by the Buyer within 21 (twenty one) days from the date of receiving the
formal complaint form about which he will inform the Buyer, within the above said time period, by
regular mail, fax or electronically by e-mail.
9.2. In an event of accepting the complaint, the Seller shall supplement quantity inconsistencies or
replace the Product with quality defects with a defect-free Product by delivering to the Buyer during
the execution of the next Purchase Order additional number of Products based on the approved
complaint.
01 | 02
ARTICLE 10. LIABILITY FOR COMPLETING THE SALES AGREEMENT.
10.1 The Seller, shall in no way be held liable, whether it be on the basis of the Sales Agreement, willful
misconduct (including negligence or violation of statutory obligation) regardless of the reason for
the said liability for: any type of profit loss, benefits from a business undertaking, benefits from
entering into an agreement, loss of income or expected savings as well as any type of damages
being an indirect result.
10.2 The Seller, shall in no way be held liable, whether it be on the basis of the Sales Agreement, willful
misconduct (including negligence or violation of statutory obligations) if the failure by him to
execute contractual obligation is caused by circumstances related to execution of agreements
which he was obligated to enter into or execute at his own cost due to demand or request of the
Buyer regardless of the type of the said circumstances.
10.3 The Seller's liability towards the Buyer whether it be ensuing from the Sales Agreement or from
willful misconduct including negligence or violation of statutory obligations) regardless of the
reason for the said liability is limited to the amount of the value of the Product for which
compensation is sought in a form of repair of damages, and if the amount of the claim seeking
repair of the damages is lower from the amount then the Seller is liable up to that amount in
damages.
10.4 Limitations of the Seller's liability do not exclude or limit other guarantee obligations as defined in
Article 9 herein and also do not constitute exclusion or limitation of liability for death or injury of a
person caused by negligence of the Seller's or by people who the Seller is responsible for.
ARTICLE 11. CONFIDENTIALITY CLAUSE
The Buyer shall treat any and all information passed on to him by or on behalf of the Seller based on or
relating to the Sales Agreement as confidential. The Buyer is hereby obligated to and shall maintain in
confidence confidential information and shall not disseminate or make public the said information
without a prior written consent of the Seller, with the exception when the disclosure of the above said
confidential information shall be required by law or an appropriate authority, as well as to use the
confidential information exclusively for the objectives strictly related to the execution of the terms and
provisions of the Sales Agreement. Any and all confidential information shall remain the property of the
Seller and at first notice, the Buyer shall return to the Seller all such information made in writing and
shall not keep any copy thereof.
16.3 In an event any of the provisions in the Sales Agreement shall be found by a proper court of law
within any jurisdiction as invalid or impracticable then the said provision or provisions shall be
replaced with an alternative provision or provisions, which shall be the most similar as to the scope,
result and executability of the original provision(s) and the said invalidity or impracticability shall
not cause invalidity of the remaining provisions of the Sales Agreement which shall continue to be
valid and binding.
16.4 The Buyer by placing a Purchase Order declares and ensures the Seller that he has full rights and
authorization to enter into a Sales Agreement, all the necessary actions of proper administrative
offices of the Buyer have been undertaken in order to approve the entering into and executing the
terms and conditions of the Sales Agreement and there are no other agreement obligations or
responsibilities which would make entering into and executing the provisions of the Sales
Agreement impossible.
16.5 Unless the GCS do not directly indicate otherwise, any and all notices and correspondence of the
Parties of the Sales Agreement shall be forwarded and /or delivered to the Seller at the address
indicated in the GCS and to the Buyer to the address indicated in the Purchase Order.
Correspondence of the Parties shall be made in writing and shall be considered delivered on the
date of delivery in case of being sent by a courier, if the delivery shall be made during business hours,
in case of forwarding of the correspondence via fax or telex or email the delivery date shall be the
printed date on which it was sent, in case of an email if the sender received from the addressee a
return confirmation email receipt and the email was sent during business hours. Deliver date of
correspondence and declarations of the Parties forwarded by post, it shall be considered as
delivered in particular the date of the first postal notice of delivery or the return of the
correspondence by the post office with an “recipient unknown” annotation or the like.
16.6 For the needs of valid interpretation of the content of the Sales Agreement the deciding version of
the aforesaid shall be the Polish version thereof.
ARTICLE 12. FORCE MAJEURE .
12.1 Neither of the Parties shall be held liable for a delay or resulting from the said delay other violations
not executing the provision of the Sales Agreement, if the aforesaid delay shall be caused by
reasons beyond either Parties control. In that event, the Party shall be entitled to an appropriate extension of time for carrying out its obligations. In an event of Force Majeure (as defined below) t h e
party, which as a result of the aforesaid is delayed or experienced damages shall inform the
other Party as soon as it shall be possible, but each time within 7 (seven) days after the occurrence
of the Force Majeure describing the type of the Force Majeure as well as its estimated duration. In
an event the act of Force Majeure shall last longer than 14 (fourteen days) or it is expected to last
longer than a term of 21 (twenty one) days, then the Seller shall be entitled to terminate the Sales
Agreement with a notice taking effect on the date the said notice was forwarded to the Buyer.
12.2 By Force Majeure or Act of God it shall be understood to mean and encompass damages and delays
cause by statutes and regulations as well as enactments of either of the Governments (de facto or
de jure), forces of nature such as earthquakes and floods, fires, riots, wars, strikes, serious damage
to ships / or drowning, embargo on transport of goods or other large measure reasons, lack of
power supply, reasons which cannot be foreseen and are beyond the control of the Parties and the
said acts which cease in part or entirely the completion of the obligations ensuing from the terms
and conditions of the Sales Agreement.
ARTICLE 13. INTELLECTUAL PROPERTY RIGHTS.
Any and all solutions subject to protection under Intellectual Property Rights Act, including brand
names, specifications, drawings, information, forms, devices, tools and other material relating to the
Products and the production process of the said Products are and shall remain the property of the Seller
or the entity constituting a part of the capital group of the Seller. The Buyer does not and shall not obtain
any right, title or share in any part of the Intellectual Property Rights, and the sales of Products
containing Intellectual Property Rights shall not guarantee the Buyer any right or title to the Intellectual
Property Rights.
ARTICLE 14. PROPER LEGAL GOVERNANCE
The Sales Agreement is subject to and shall be governed by the Polish financial law and should be
interpreted in accordance with the aforesaid law with the exclusion of colliding norms and regulations
of the United Nations Convention about international sale of goods agreements of April 1, 1980. Any and
all provisions, terms and any other issues not regulated by the Sales Agreement shall be governed by the
regulations of the Civil Legal Code.
ARTICLE 15. RESOLVING DISPUTES. COURT JURISDICTION.
Any and all disputes and claims ensuing from the Sales Agreement, including any and all disputes
pertaining the the breach, termination or invalidity thereof, failure to execute or improper execution of
the Purchase Order, failure to execute or inadequate execution of responsibilities ensuing from the
guarantee, which shall not be resolved amicably by the Parties of the Sales Agreement within 30 (thirty)
days from the date of the arising of a given dispute shall be resolved by common courts of law within the
jurisdiction of the location of the Seller.
ARTICLE 16. CLOSING PROVISIONS.
16.1 With the restriction of Article 1.4 and Article 6.2 of the above GCS, the Sales Agreement may be
changed or supplement in its entirety or in part at any time in writing or otherwise shall be null and
void in a written agreement between Parties thereto signed by individuals authorized to represent
each of the Parties.
16.2 The Buyer shall not transfer any or all of its right or obligations encompassed by the Sales
Agreement to a third party without a prior written consent of the Seller.
02 | 02