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General Terms of Sale of Omega Druk Sp. z o.o. (limited liability company)
§1 GENERAL PROVISIONS
These general terms and conditions of sale are applicable to all contracts of sale of goods and services concluded by OMEGA DRUK Sp. z o.o. as a Seller.
(1) The following terms used in the remainder of these general terms of sale shall mean:
a). Seller – OMEGA DRUK Sp. z o.o.
32-500 Chrzanów, ul. Orkana 21/1
b). Buyer – an entity being the other party of the sales contract;
c). Parties – the Seller and the Buyer;
d). GTS – these “General Terms of Sale”
e). Enquiry – an enquiry submitted by the Buyer to the Seller about the current price of a product taking into account its individual specification;
f). Enquiry – an invitation addressed to the Seller to participate in the process of submitting offers, aimed at manufacturing a specific product or service;
g). Quotation – a response to a price enquiry;
h). Offer response – a response to a request for quotation;
i). Price – the current value of a product or service, valid for a period of 14 days (from the price given in the quotation (offer response ), unless the parties have agreed otherwise;
j). Order – a statement of the Buyer or another person or entity duly authorised on behalf of the Purchaser, addressed to the Seller, containing the will to conclude a Contract, with the content and form specified in GTS content and form specified in GTS;
k). Agreement – Order confirmed by the Seller;
l). Services – any paid material activities undertaken by the Seller on the terms specified in the Agreement or available in the Seller’s offer;
m). Goods – a product manufactured by the Seller or any other ready-made commercial product available available from the Seller;
2. Submission of an order by the Purchaser means acceptance of these GTS. Unless the Parties have agreed otherwise – GTS constitute an integral part of each Contract.
3. These GTS exclude the possibility of application of any model contracts, regulations, general sales conditions or other similar documents used by the Buyer.
4. In the case of a contradiction of one or more detailed individual provisions of the contract with GTS, the provisions of the contract shall apply, while the remaining part of GTS shall remain fully binding.
5. The provisions of GTS may be amended only in writing under pain of invalidity.
§2 GENERAL TERMS AND CONDITIONS OF ORDER
1. Before placing an order, the Buyer shall submit a Price Inquiry/Offer Request, unless the parties have agreed otherwise.
2. Each Request for Quotation, in order to be effective, shall include:
a). Details of the Company and the contact person,
b). Date of the Price Inquiry,
c). Name of the good or service
d). Specification of the type of execution (Renewal/New Work),
e). Size of the product,
f). Imprint (number of imprint colours),
g). Colour numer(s) from PMS(Pantone Matching System) ( colour chart ),
h). Packaging (standard / individual with surcharge),
i). Number of ordered pieces (edition),
j). Outline design if the Buyer has it,
k). Other information necessary for preparing the quotation/offer, e.g. printing enhancement.
3. The Seller shall price the goods in accordance with § 4, point 1-5.
4. Orders may be submitted to the Seller in the following manner:
– in writing (in person, by post)
– by e-mail. 5.
5. The required form of placing an order is a written form specified in §2, section 4 of GTS, containing all the elements specified in §2, section 6 of GTS.
6. Each Order, in order to be effective, should include:
a). Full invoice data of the Buyer,
b). Details of a contact person,
c). Date of order,
d). Name of the commissioned Goods or Service together with the publication identifier,
e). Specification of the type of execution (Renewal/New Work),
f). Colour number(s) from the PMS ( colour chart),
g). Packaging (standard / individual with extra charge),
h). Number of ordered pieces (print run),
i). Completion date,
j). Place of delivery,
k). Confirmed “proof/trial print on paper” (if previously commissioned by the Buyer),
l). Confirmed price by the Seller,
m). Agreed form and term of payment,
n). Final draft.
7.Orders not meeting the requirements specified in § 2 points 4-6 of GTS may be considered by the Seller as not submitted.
8. The Purchaser shall be liable for any inconsistencies or deficiencies in the contents of the Order.
9. The Purchaser itself assesses the suitability of goods and services for their intended purpose or the purpose of third parties to whom the goods will be resold. The Seller shall not be liable for the parameters of the ordered goods and order specifications as it does not verify their compliance with the purpose or conditions and manner of use, storage or distribution.
§3 CONCLUSION OF THE CONTRACT
1. The sales agreement between the Parties is concluded as a result of the Buyer placing an order at the time of its confirmation by the Seller or an authorized person.
2. Confirmation of the Order may be made by the Seller at its discretion, in writing, by fax, e-mail or in any other manner agreed between the Parties.
3. Failure to confirm the order by the Seller within 7 days from the date of order placement by the Buyer shall be deemed a refusal to accept the order.
4. Any changes made by the Buyer after order confirmation will not be binding if they are not confirmed by the Seller.
5. The Buyer’s withdrawal from the Agreement for reasons not attributable to the Seller may take place provided that the order has not yet been started. In such a case, the Purchaser shall pay a contractual penalty amounting to 10% of the gross value of the sales agreement from which it has withdrawn.
6. If the Order is at an advanced stage of implementation of the Buyer withdrawal from the Agreement is impossible.
7. The execution of the Order shall take place within the established time limits accepted by the Seller and the Buyer.
8. If after conclusion of the Agreement, for reasons beyond the Seller’s control, execution of the Confirmed Order within the agreed time limit is not possible, the Seller shall immediately notify the Buyer thereof. In such a case the Purchaser shall not be entitled to any claim for damages due to change of the term of the Order.
9. The Seller shall not be obliged to execute a Confirmed Order in the event where, for reasons beyond its control, in particular due to action of the Purchaser, third Parties or Force Majeure, execution of the Agreement shall be impossible, considerably hindered or shall lead to loss of the Seller in the amount higher than 50% of the value of a given Order. In such a case the Seller shall immediately notify the Purchaser of this fact, and in the absence of other arrangements between the Parties, the Contract shall be terminated, and the Parties shall not be entitled to any claims resulting from termination of the Contract.
§4 PRICE AND TERMS OF PAYMENT
1. First The price for the goods sold will be specified each time in the Quotation/Offer, Order, Contract or Invoice.
2. the Price specified by the Seller in the Quotation is the price of the finished Goods or Services, valid for 14 days (from the Price quoted in the Quotation/Offer Response), unless otherwise agreed by the parties. After expiry of this period, the Price shall be recalculated.
3. The price of the goods includes the cost of standard packaging. Any other costs which may arise during the performance of the Order (additional polymer matrixes, repacking, handling, non-standard packaging, other fees or taxes) shall be borne by the Buyer, unless the Parties have agreed otherwise.
4. The prices quoted in the quotation/offer are net prices and are subject to increase by VAT at the current rate on the date of issuing a VAT invoice.
5. Setting a price lower than that resulting from the Quotation requires an agreement between the Parties, made in writing.
6. Unless otherwise agreed, payment of the VAT invoice will be made by the Buyer in the currency indicated on the invoice.
7. Buyer shall be obliged to timely pay the agreed price on the basis of the VAT invoice issued by the Seller.
8. The day of payment shall be deemed the day of crediting the Seller’s bank account listed on the invoice, or the day of payment in cash.
9. The Seller reserves the right of ownership of the goods sold, which has the effect that the Seller is the owner of the goods until full payment of all amounts due under the sales contract.
10. In the event of delay in payment by the Buyer under any Agreement between the Parties or in the event of justified doubts as to the ability of the Buyer to pay its obligations – due to its financial condition, the Seller shall have the right to withhold performance of all concluded Agreements (including the release of goods) until the Buyer has paid all amounts due or has secured their performance
in the form agreed between the Parties.
11. In case of delay in payment by the Buyer to the Seller of any payment – Seller may withdraw from the sales contract with immediate effect, and has the right to claim compensation for damage resulting from failure to comply with the obligation by the Buyer.
12. After the ineffective lapse of the payment period, the Seller shall be entitled to charge statutory interest.
13. The Seller reserves the right to request collateral or advance payment from the Buyer before the implementation or continuation of supplies.
14. The Seller reserves the right to determine the form and time of payment.
15. Seller may require payment for the first 3 deliveries to a new contractor in cash or in advance.
16. Any claims of the Buyer against the Seller do not entitle the Buyer to withhold payment for the delivered Goods or Services.
17. The Seller shall have the right to settle payments received from the Buyer on account of receivables due at the earliest, regardless of Buyer’s objections.
18. The Buyer may not deduct any of its liabilities to the Seller
Seller’s receivables from the Buyer without the Seller’s written consent.
§5 DELIVERY AND TRANSPORT OF GOODS ON THE DOMESTIC MARKET
1. The goods shall be issued at the time of their collection from the Seller’s warehouse.
2. Any risk associated with the goods or services (including the risk of loss, damage or impairment) shall pass to the Buyer upon receipt from the Seller’s warehouse or issue by the Seller to the carrier or freight forwarder of the Buyer.
3. Seller may deliver to the Buyer the product to the address specified in the order, through an external carrier. In such a case, the goods shall be issued at the moment of entrusting the product to the carrier.
4. Unless the Agreement or other arrangements between the Parties provide otherwise, the Seller selects the carrier or freight forwarder.
5. The time limit for delivery shall commence on the date of delivery of Goods to the carrier, freight forwarder or other authorized person from the warehouse of the Seller.
6. Unless the Agreement or other arrangements between the Parties provide otherwise, the Seller undertakes to prepare the Goods for shipment in accordance with the packing standard adopted by the Seller and accepted by carriers or freight forwarders, unless the Buyer specifies the method or type of packaging in the content of the Order (§2.6 g) and the method is accepted by the Seller unless the Buyer specifies the method or type of packaging in the content of the Order (§2 item 6 letter g), and this method will be accepted by the Seller.
7. Deliveries are carried out to the place indicated by the Buyer.
8. The cost of delivery of the product to a single address specified in the Agreement or agreed before shipment of goods is covered by the Seller, unless the Parties have agreed otherwise. In the case of shipping goods to more than one address, the costs of delivery shall be borne by the Buyer, unless the Parties have agreed otherwise.
The aforementioned agreement of the Parties shall be made in writing.
9. The Seller shall not be liable for loss, delay and loss of goods in transport resulting from the fault of the carrier, freight forwarder, force majeure or failure to provide the Buyer with proper instructions, including delivery method and address.
10. The Buyer shall ensure unloading and inspection of the goods and shall bear the related costs and risk.
11. The Buyer shall ensure the presence of a person authorised to accept delivery on his behalf at the place and time of delivery, but refusal to accept the product or the absence of an authorised person shall not relieve the Buyer from the obligation to pay for the goods and transport.
12. The Buyer or his authorised representative shall confirm receipt of the goods by signing the transport document.
13. Responsibility, including the risk of accidental loss or damage to the product, related to
in connection with transport shall be borne by
– Buyer from the moment of delivery of the product from the Seller’s warehouse,
– Carrier when the Seller gives him the goods for transport and ends when it is issued to the Buyer.
14. Before acceptance of the consignment, the Buyer is obliged to check the packaging of the product for any visible damage in transit and to take all steps to determine the liability of the carrier and to draw up an appropriate protocol of damage and photos of damage.
15. Should the Buyer fail to collect the goods by the due date, he may be charged with a contractual penalty of 0.5% of the total value of the Order for each consecutive day of storage started. In the event of failure to collect the Goods for a period of 1 month from the agreed collection date, the Seller shall be entitled to cease storage of the Goods at the Buyer’s expense. In such case the Seller shall be entitled to use (further sale) the Goods or dispose of the Goods at the expense of the Buyer, and the Buyer shall not be entitled to any claim for damages.
16. The Seller does not guarantee the date of delivery of goods and shall not bear any liability on this account towards the Buyer or any third parties. Confirmation of the delivery date by the Seller is for information purposes only and its failure may not constitute grounds for any claims on this account against the Seller.
17. Deliveries may be carried out by the Seller in parts and from different locations. The final determination of quantity, type and date of delivery shall belong to the Seller.
18. In any case, the Seller shall have the right to make the delivery earlier than it results from the Agreement or other arrangements between the Parties.
§6 DELIVERY AND TRANSPORT OF GOODS ON THE FOREIGN MARKET
1. Delivery and transport of goods outside Poland shall be organised and financed by the Buyer.
2. In the case of own collections, where the final destination is in other countries, it is necessary for the Buyer to provide confirmation of export of goods. Failure to provide the confirmation may result in charging VAT at the applicable rate or charging the Buyer with other costs arising from the provisions of law or from any administrative decisions of relevant state authorities (including customs authorities) imposed on the Seller on this account.
1. In the event of defects of the delivered goods, the Buyer has the right to lodge a complaint on the principles specified in the GCS.
2. Immediately after receiving the shipment, the Purchaser is obliged to unpack the product and check it in terms of quantity and quality.
3. If the goods have been used or transferred for distribution from the Buyer’s warehouse, it confirms the completion of activities under § 7 section 1, which means that the Seller’s liability for defects in goods expires.
4. If the Buyer finds quantitative defects or quality defects in the goods – the Buyer should draw up a protocol, including a detailed description of the reported defects, quantity of missing or defective goods and invoice number(s) covered by the complaint. The protocol shall be signed by the Buyer or his authorised representative. In case of damage caused by the carrier – the protocol is signed by the Buyer and the carrier. 5.
5. Buyer is obliged to notify the Seller of defects in purchased goods within 7 days from the date of delivery by the Seller or receipt of goods by the Buyer. The Buyer is obliged to report a complaint within 7 days of discovering the defect or else they lose their rights and claims related to the defects of the purchased goods, including claims under the warranty for defects.
6. A complaint must be submitted in writing with a protocol on the forms available at the headquarters of the Seller or on the website of the Seller.
7. Receipt of goods by the Buyer without prejudice to the actions contained in §7 points 1, 2, 4, 5, 6 shall be deemed a confirmation of proper delivery.
8.The Buyer undertakes to provide selectively downloaded copies of the disputed goods for inspection (10 pieces from each collective packaging) to the Seller at any request, unless the parties agree otherwise.
9. If the goods subject to the complaint were used or transferred for distribution from the warehouse of the Buyer, the Seller’s liability for defects in goods shall expire.
10. The Seller shall resolve the complaint within 30 days from the date of its submission, after inspection of the advertised goods on the basis of documents and samples received from the Buyer. If the samples are not delivered within 7 days before the end of the term of complaint handling, the complaint shall be considered negatively.
11. After accepting the complaint, the Seller reserves the right to choose the form of compensation depending on the type and extent of defects. In the case of replacement or return of defective goods to the Buyer whose business is registered in the Republic of Poland, taking the exchanged or returned goods at the expense of the Seller may only take place from the designated place in the country.
12. The time limit for the resolution of complaints shall be determined individually by the Parties. In justified cases, the Seller may refuse to exchange the goods and return to the Buyer the value of defective goods without giving reasons.
13. Notice of complaint does not relieve the Buyer from the obligation to timely pay the invoice.
§8 FINAL PROVISIONS
1. Print colour – due to technological conditions, the Seller reserves the right to differ the print colour from the colour scheme accepted in the design.
2. Graphic acceptance – in the case of using Pantone colours, the Buyer accepts the overprint colour by confirming the given PMS (Pantone Matching System) numbers according to the design. In the case of CMYK print on the basis of a screen proof (pdf file) or on the customer’s request a certified digital proof. Colours shown in the project are not a faithful representation of the print colours, this is due to imperfections of computer screens and office printers – not intended for use in printing.
By sending the acceptance, the Buyer accepts full responsibility for the colours used in the design, substantive and linguistic correctness and correctness of the data included in the design.
Lack of acceptance suspends the execution of the order.
3. The term of realization is counted from the moment the customer sends the graphic approval. If the acceptance was sent by the buyer until 12.00 the order is executed the same day, if after 12.00 the next day. Even if the order has been confirmed by the Seller earlier, the production process is launched only after sending the acceptance of the design.
7. The Buyer assures that any materials (graphic signs, names, logotypes, images, etc.) provided by the Buyer to the Seller for the purpose of performance of the Order do not infringe rights of third parties under copyright, industrial property rights or other intellectual property rights and that the Buyer is entitled to use them. The Seller bears no liability for actions or omissions of the Purchaser in this respect.
8. In the event of breach of the above obligation by the Purchaser, he/she undertakes to compensate the Seller for the damage in the full amount or to take the place of the Seller in the proceedings in the case of claims of third parties addressed to the Seller by way of court proceedings (main or side intervention) or arbitration.
9. In cases not covered by these GTS, the provisions of the Civil Code shall apply.
10. Any disputes arising from contracts concluded on the basis of these GTS will be settled by a common court competent for the seat of the Seller.