GENERAL TERMS AND CONDITIONS OF SALE
“FOL-PLAST II” M. A. GOSTOMSCY, M. SZCZYPIOR SPÓŁKA JAWNA with registered office at ul. Drogowców 17, 83-250 Skarszewy entered in the Register of Entrepreneurs kept by the District Court for Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register (KRS), under KRS number 0000158987, having NIP (Tax Identification Number) 5921908487 and REGON (National Official Business Register) 191967455.
§ 1 Application
- These General Terms and Conditions of Sale (hereinafter referred to as “GTCS”) have been determined under Art. 384 et seq. of the Civil Code of 23 April 1964.
- The General Terms and Conditions of Sale specify the terms of conclusion of contracts of sale and execution of deliveries of goods under orders of the Client by “FOL-PLAST II” M. A. GOSTOMSCY, M. SZCZYPIOR SPÓŁKA JAWNA, hereinafter referred to as the “FOL-PLAST”, both in the domestic and international trading.
- The General Terms and Conditions of Sale, hereinafter also referred to as “GTCS”, form an integral part of contracts of sale and deliveries and orders, regardless of their form, concluded with the Seller and specify the mutual relations between the Seller and the Buyer. Deviation from application of these GTCS requires shall be made in writing or else shall be null and void. In the case of differences between the terms of a contract agreed by the Parties and these GTCS, the terms and conditions agreed individually by the parties to the contract shall prevail.
- GTCS are available to the Buyer on the website at http://folplast2.pl. Every placement of an order by the Client shall mean that they have read and accept GTCS in the wording effective upon such placement. If the Buyer remains in continuous commercial relation with the Seller, the acceptance of GTCS by the Buyer in one order shall mean their acceptance for all other orders and contracts of sale in the future until their content is amended or their application is cancelled.
- The Client obliges themselves that during the performance of these GTCS, they will observe any and all generally applicable provisions of law, including but not limited to the Packaging Product Law, requirements, decisions issued by the authorities competent for supervision over the quality and trading of packaging products and court rulings or decisions of administrative authorities on the Goods.
§ 2 Orders
- Sale shall be carried out after the Client places an order specifying the quantity and type of ordered Goods.
- Every order shall contain the following:
- details of the Client,
- exact delivery address – if this address differs from the address of the registered office of the Client, this must be expressly specified in the order and the details of the company of the recipient of the Goods must be specified,
- specification of the ordered goods, namely type, weight, quantity, dimensions or other parameters,
- manner of delivery,
- proposed delivery date,
- contact details of the ordering party.
- The execution of an order shall be conditional upon confirmation of its acceptance by an employee of FOL-PLAST. They shall notify the Client of confirmation of the given order within 5 business days from the receipt of the order by sending them an order confirmation.
- Absence of the confirmation of acceptance of an order by FOL-PLAST within the time limit contemplated in Clause 2(3) above shall mean that a contract is not concluded and that FOL-PLAST does not have any obligations towards the Client.
- The Client acknowledges that due to the technological conditions, the thickness of the ordered Product cannot deviated from the one specified in the order by more than +/- 5% (for wrap of ≤ 20 µm:
+/- 1 µm), the difference in the width of the wrap can be +/- 2% and the weight of individual manual wrap rolls can fluctuate by +/- 50 g (applicable to wraps of up to 1.5 kg); other weights of manual wrap – a single roll by up to +/- 5%, machine/jumbo wraps +/- 2%, gross weight of the entire pallet +/-2 %.
- To protect their interest, FOL-PLAST reserves the right to vet every Client for their financial capacity and solvency. Therefore, the Supplier can refuse to accept an order without giving any reasons.
- The Client can place an order by:
- e-mail – by sending an order directly to the e-mail address of the employee in charge of the given area. FOL-PLAST can at any time demand confirmation of an order in writing signed by a person authorised to place that order. In such a case, FOL-PLAST can suspend execution of an order until the confirmation is obtained
- during a phone conversation with the employee in charge of the given area. When orders are placed by telephone, the conversation can be recorded to save the content of the order. By placing an order in this manner, the Client agrees to the conversation being recorded. The fact of order placement can be confirmed by an employee of FOL-PLAST by sending an e-mail containing the terms of the order,
- in writing, signed by a person authorised to place orders.
- If there are discrepancies between these GTCS and an order placed by the Client, these GTCS shall prevail.
- The Client guarantees that the persons who will place orders be duly authorised to represent the Client in this respect at the time of order placement and that the orders placed by such persons are binding for the Client.
- If FOL-PLAST cannot execute an order in full – that is on the terms specified in it – they shall notify the Client of this fact within 5 business days from the time of order confirmation. In such a case, the Parties shall determine the new terms of execution of the order.
- In extraordinary cases of the lack of the possibility to deliver the order in whole, the Client agrees for the goods to be delivered in batches; in such a case, the due dates and sizes of the deliveries of specific batches of the goods shall be specified by separate agreements between the Parties. Determination of a different due date for issue of the goods than the date suggested by the Client in the order contemplated in the sentence above shall not be treated by the Parties as a delay in the performance of the service and shall not give right to withdraw from the contract or treat the sale of the goods as not carried out.
- Placement of an order shall oblige the Client to pay the products delivered in accordance with that order. An order cannot be cancelled after it is accepted. The Client shall receive the sent goods covered by an order and if they fail to do so, they shall be charged with the costs of transport, storage and disposal of the goods covered by the order. The Client who prepaid for the an order shall not receive a refund.
- If the price of the goods has been set at a foreign currency equivalent of the specified currency and the value of that currency changed in relation to the Polish zloty in the term of the contract, the payment shall be made at the average rate announced by the President of the National Bank of Poland and effective on the day when FOL-PLAST issues the invoice.
§ 3 Issue of Goods to Client
- FOL-PLAST undertakes to issue the ordered goods to the Client by the due date agreed by the Parties.
- Unless the Parties agree otherwise, the Products shall be delivered by FOL-PLAST or a third party engaged by them to the address specified by the Client during placement of the given order in the system.
- The Client shall ensure receipt of the goods at the specified address by a person authorised to such acts by placement of a legible signature with the name and surname of the employee and the company stamp of the Client or the Recipient specified by the Client in the order. If goods are delivered directly to the Recipient nominated by the Client, FOL-PLAST shall not accept any liability for irregularities in receipt of the goods.
- FOL-PLAST shall issue the goods in the packaging corresponding to the type and quantity of the ordered goods.
- Other form of the Packaging than the one specified above shall be used if a written instruction is given by the Client containing their obligation to cover the costs of change or application of other additional packaging, subject to the mandatory provisions of law on transport packaging and to the manufacturer’s recommendations on the Transport Product Packaging.
- The due date shall be prolonged by the duration of an obstacle existing as a result of circumstances beyond the control of the Parties, i.e. e.g. a late delivery by the suppliers of FOL-PLAST, force majeure, unexpected disturbance in the operation of FOL-PLAST, e.g. power cut, transport and customs delays, transport damage, including road blockades, time limitations in the traffic of lorries, deficits of electric energy, deficits of materials and raw materials etc. Failure to meet the due date for delivery by FOL-PLAST for the above-mentioned reasons results in the Client’s not having any claims for repair of damage resulting from failure to execute an order or from undue performance of an order.
- Before the receipt of the Goods, the client shall inspect the condition of the goods by checking its quantities and the condition of its packaging. The Client shall report any transport damage upon receipt of the goods, place them in the Damage Report in the presence of a representative of the carrier and subsequently send the Report to FOL-PLAST by e-mail. That document will be the basis for handling a complaint. If no irregularities are reported in that time limit, the Client shall forfeit any claims for undue quantities of the goods or for transport damage. The confirmation of receipt of the Goods without reservations made by the Client upon issue shall be equivalent to confirmation of compliance of the goods and absence of any damage or destruction.
- FOL-PLAST shall not accept any liability for failure to perform or undue performance of a contract, including for lateness or delay if such failure to perform or undue performance of the contract resulted from force majeure.
§ 4 Quality of Goods
- Qualitative complaints concerning undue parameters of the product shall pertain only to the goods stored and used in accordance with the manufacturer’s recommendations.
- Goods sold as second-class goods or price-reduced goods shall not be subject to complaint. The Parties hereby exclude the right to implied warranty for that sort of goods.
- The Client shall provide FOL-PLAST with any and all information about any defects of the goods, if applicable, within seven (7) days from learning of such a fact, not later, however, than within 45 days from the delivery date. Upon the expiry of those time limits, the Client’s rights for implied warranty for physical defects shall expire. The notification shall be carried out in a manner allowing receipt of a confirmation that FOL-PLAST has received it. FOL-PLAST shall be liable for implied warranty on the terms specified in these GTCS. Any further liability for implied warranty shall be excluded.
- The Client undertakes to store and transport goods in a manner compliant with the requirements specified in Clause 7(12) of these GTCS and the general terms specified in the provisions of the Plastic Product Law. Breach of any of those terms shall be basis for refusal to grant complaints and claims of the Client.
- A complaint together with the defective goods or its sample being the originally purchased goods, shall be sent to FOL-PLAST upon obtaining of their approval for shipment of such a sample. In absence of provision of defective wrap or its sample or failure to answer questions regarding a complaint asked by FOL-PLAST as part of the complaint procedure – the complaint shall be denied.
Complaints shall also contain the product identification card added to the shipment. The card contains information about production.
- The Client shall be notified of the result of the complaint procedure in writing within 14 day from the day FOL-PLAST receives the complaint. If the complaint is granted, FOL-PLAST shall agree with the Client on the manner of handling the complaint (e.g. by way of quantitative adjustment, a discount etc.).
- The Client can return the goods they complained about as a result of the complaint being granted solely by consent of FOL-PLAST. In such a case, FOL-PLAST shall reimburse the Client for justified costs of transport incurred and documented by them, yet in an amount not exceeding the costs of transport incurred during delivery to the Client. If the goods to be returned is collected from the Client by FOL-PLAST, the collection shall be carried out from the place where it was delivered to the Client during the sale unless the Parties agree on another address of their receipt, and in the quantity agreed with FOL-PLAST.
§ 5 Liability
- FOL-PLAST shall not accept any liability to the Client for any additional running costs incurred by them directly if the goods have a defect reducing its value or if lacks properties which FOL-PLAST guaranteed to the Client, or if the goods are issued to the Client incomplete. FOL-PLAST shall not be liable for any defects of the goods occasioned after the transfer of the goods-related risk onto the Client, including for any defects caused by improper storage of the goods by the Client, unless the defects were caused by a factor present in the goods beforehand.
- Any liability for damages of FOL-PLAST towards the Client for damage resulting from sale of defective goods shall be limited to the actual loss sustained by the Client (in particular, it shall not cover the Client’s lost opportunities), its upper cap shall be the value of the purchased goods and it shall be based solely on the principle of wilful misconduct. Otherwise the liability shall be excluded unless this does not stand in opposition with the mandatory provisions of law. In such a scope, FOL-PLAST shall be liable for the actions or inactions of the persons whom they engaged in execution of an order of the Client.
- The goods can be returned only due to defects of the goods preventing their due use, where the properties of the goods do not comply with the parameters declared by FOL-PLAST.
- FOL-PLAST shall not provide any other considerations for qualitative or quantitative defects of the Products other than those specified in these GTCS or arising from mandatory provisions of law. The Client’s rights specified in these GTCS shall expire if they fail to notify FOL-PLAST of a defect or inconsistency of the goods within the time limits agreed by the Parties above, not later, however, than within 3 months from the issue of the goods.
- Promotional, sub-standard or second-rate goods, and price-reduced as a result, shall not be subject to complaints. Products subject to processing or customisation shall not be subject to complaint.
- If a complaint is submitted unreasonably, the Client shall collect the goods complained about at its own expense within the time limit specified by the Supplier and shall cover reasonable costs incurred by FOL-PLAST as a result of the complaints procedure.
- The Client shall apply any and all measures minimising any damage arising from the use of defective goods. Should such measures not be taken in the scope of damage which could be decreased if the Client applied them – FOL-PLAST shall not accept any liability.
- The Client shall store and warehouse the purchased Products under proper conditions, i.e.:
- the wraps are to be stored in places not exposed to direct contact with weather conditions such as or rain and where the temperature does not exceed 25 degrees Celsius or drop below 10 degrees Celsius. The wrap shall be stored at the distance of at least 1.5 metres from live heating devices, strong oxidants, reducers and chemicals. Observance of the above allows proper processing of the
wrap and maintenance of all its properties
- when temperatures outside are high – above 25 degrees Celsius – or very low – below 5 degrees Celsius – for maintenance of the expected parameters of the wrap, conditions of storage and warehousing provided above must be followed, as well as the principle stating that after the process of transport, it is required to subject to wrap to the so-called “seasoning”, consisting in placement of the wrap for around 3 to 5 days in a dry warehouse at the temperature below 25 degrees Celsius and above 10 degrees Celsius in order to prevent any problems with its use. In a period where temperatures outside are lower (autumn and winter), the level of viscosity is increased slightly to facilitate use of the products. In spring and summer, the viscosity of the wrap is adapted to high temperatures outside, which is to prevent wrap sticking to itself. If the Product is stored at a temperature different from the temperature of use – the Product shall be seasoned for at least 12 hours before use under use conditions.
- Originally packed wrap can be stacked – up to 2 pallets, with due diligence. The pallets must be divided with a cardboard divider to avoid wrap destruction. Damage to the upper layer of wrap caused by improper security of the wrap during stacking shall mean failure of the Client to meet the terms of storage and warehouse of the wrap, not constitute basis for the Supplier’s liability for damage and not justify a complaint.
- It is recommended to use the stretch wrap within 6 months from the delivery date provided the manufacturer’s recommendations are met as to the warehousing, storage and use of the wrap. After 3 months, the wrap may lose some of its viscosity, which is a natural process occurring in the wraps in question. Decrease in viscosity over time will not affect other qualitative and durability-related parameters of the goods. Similarly – it is recommended to use other wraps offered by FOL-PLAST within 3 months from the date of delivery to the Client. If they are used later, the Client must be aware of the possibility of changes of the specified parameters of the wrap caused by relaxation of its tension when unrolling it.
§ 6 Compensation
- Payment for the received goods shall be made by the Client without any setoffs and according to the agreed terms of payment, after FOL-PLAST issues an invoice. The time limit for payment shall be determined in days and shall run from issue date of the invoice.
- FOL-PLAST reserves the right to change the assortment of offered goods, their price and terms of payment at any time.
- The invoice shall be delivered to the Client along with the Goods or separately by mail; its delivery by electronic means without signature of the issuer is also allowed, to which the Client consents.
- The payment of the invoice shall be regarded as effective on the day when the bank account of FOL-PLAST is credited.
- Complaints shall not entitle the Client to suspend payment for the goods.
- If the Client fails to make the payment within the time limit specified in the invoice, FOL-PLAST can (the list is not exhaustive):
- suspend deliveries to the Client,
- refuse to accept further orders until the entire arrear is settled and/or
- charge interest for delays in commercial transactions and flat-rate costs of letters of reminders regarding the unpaid amount, for delay in payment.
FOL-PLAST shall exercise any of the above rights at their own discretion and it shall not exclude exercise of any other remedies specified in the relevant regulations.
- If the payment is not made on time, FOL-PLAST shall have the right to seek any and all costs related to recovery of their receivable, including court fees, enforcement costs and legal representation costs.
- The Parties agree that in the term of these GTCS, the total value of the orders executed by FOL-PLAST which the Client has yet failed to pay for cannot exceed the insurance coverage limit for the transaction.
- If the insurance coverage limit is used up by the Client in full, FOL-PLAST shall have the right to suspend further sale of the goods unless their sale does not result in exceeding the insurance coverage limit.
§ 7 Transfer of Risk
- Upon issue of the goods covered by an order to the Client or a carrier, they shall be transferred with any and all benefits and burdens related to the goods as well as the risk of their accidental loss or damage.
- In the case of commissioning a carrier to deliver the ordered goods – FOL-PLAST shall issue the things in accordance with Art. 544(1) of the Civil Code at the time of entrusting the carrier with the goods for carriage.
- The goods shall be delivered by the carrier to the delivery address specified in the order. If the Client communicates change in the above address after order placement, they shall incur the resulting costs unless the change was reported to the Supplier at least 2 weeks before the planned shipment date.
- The Client can specify only one delivery address in the order.
- The Client shall ensure – when the goods are delivered by a carrier – unloading of the goods, check the delivered goods and incur the related costs and risk regardless of which party is obliged to pay the costs of transport.
- FOL-PLAST shall not accept any liability for effects of delays in delivery of the Products resulting from circumstances attributable to the carrier.
- The client confirms acceptance of the Products in the waybill or a receipt report, a copy of the invoice or a goods dispatched note.
- The Client shall inspect the delivered Products for consistency with the order, both qualitative and quantitative, in terms of defects, upon delivery.
- Upon receipt of the parcel, the Client shall also inspect the packaging of the Products (and the Products themselves if possible) for any visible transport damage and shall take any and all action leading to determination of liability of the carrier and preparation of a damage report. Any and all deficiencies in or damage to the products must be documented.
- The Client shall secure the damaged goods and allow their inspection by the carrier, FOL-PLAST (if it has reference) or their insurers.
11 If the Client receives the Products without due diligence and without carrying out the actions specified in Clause 9(10) shall be deemed confirmation of the correctness of the delivery and the delivered goods.
- The Client shall be liable for any damage resulting from unjustified refusal to accept the goods delivered to them.
§ 8 Intellectual Property Rights
Any and all Intellectual Property Rights regarding the goods shall remain the sole property of FOL-PLAST. Through these GTCS and the sale of goods carried out under them, the Client shall not acquire any Intellectual Property Rights. None of the provisions of these GTCS can be interpreted as a licence or authorisation to use Intellectual Property Rights to any extent.
§ 9 Confidentiality
- Any information about the activity of FOL-PLAST which is not known publicly and any provisions of GTCS and the relevant contract shall be confidential and shall be treated as trade secret of the Seller within the meaning of Art. 11 of the Unfair Competition Act of 16 April 1993.
- The Parties agree that they shall not disclose any confidential information to third parties or use the information for purposes different from performance of the obligations under GTCS and contracts. The Client shall take any and all reasonable steps to prevent disclosure of confidential information.
- If the Client is obliged by the mandatory provisions of law to disclose any information about the activity of FOL-PLAST, the former shall notify the latter and shall cooperate with them to eliminate or minimise the negative effects of disclosure of such information.
- The Client shall not use the name, trademarks or commercial names of the Seller or invoke commercial connections with the Seller for any purpose whatsoever without the written consent of FOL-PLAST.
- The obligation specified in Clause 11(1) shall bind the Parties during the commercial cooperation and for three (3) years from the date of its cessation or the last transaction.
§ 10 Final Provisions
- These GTCS take effect on 13 December 2021.
- The Parties agree that amendments to GTCS made by the Seller shall not require a written amending annex and they shall cause legal effects upon their publication on the website of the Seller, without the need for additional notification of the Client.
- The legal relations with the Client are regulated by the Polish law only.
- If any provisions of GTCS or a contract between the Parties is found invalid or unlawful or it becomes unenforceable for any reason, the balance of GTCS or the contract between the Parties shall remain fully binding and effective as if they were effective without that invalid, unlawful or unenforceable provision. Such provisions shall be replaced by relevant provisions of the Polish civil law which resemble the defective provisions the most in terms of the substance and purpose of those provisions.
- The Seller and the Buyer shall strive for amicable resolution of any and all disputes that may arise in connection with performance of the contracts covered by these terms and conditions. This provision shall not be an arbitration clause: such a clause requires a separate agreement of the Parties in the form of a written contract. If a matter cannot be resolved amicably, any and all disputes that may arise from the legal relations which these GTCS pertain to directly or indirectly shall be heard by the common courts of proper venue serving the address of the registered office of FOL-PLAST.
- The rights arising from a contract concluded with the Seller or a placed order shall be assigned to third parties only upon a consent of FOL-PLAST, which consent shall be made in writing or else shall be null and void.
- By accepting these GTCS, the Buyer consents to the processing of their personal data by the Seller and the entities engaged by the former in the country and abroad, in connection with the performance of contracts of sale of the goods offered by the Seller. The Buyer shall have all of the rights under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR); in particular, the Client shall have the right to view their own data and rectify them.
- All matters not regulated by the provisions of GTCS shall be governed by the provisions of the Civil Code and the Act of 12 June 2003 on time limits for payment in commercial transactions (Journal of Law No. 139, item 1323).
- The Customer undertakes to immediately notify the Seller in writing of any change in the former’s registered office or place of residence and correspondence address (including the e-mail address and fax number if provided to the Seller). Absence of a due notification shall result in the services made to the addresses specified in the order or the signed contracts or other commercial agreements being regarded as effective.