I. General Decisions
- Our delivery conditions are of an exclusive character. Any conditions made by the party placing the order which stand in contradiction to our conditions or which deviate from our conditions will not be accepted by us, unless we give our unambiguous written agreement to their validity. Our conditions of delivery are also in force when, knowing of a contradiction or deviation in the conditions of the party placing the order, we complete the delivery without reservation.
- Any agreement initiated for the purpose of completing a contract between ourselves and the Purchaser must be recorded in writing. Changes and additions to the contract must be in writing, or they are invalid. Our sales staff, and also our representatives, do not have the authorization to draw up contracts or documentary collections. Agreements initiated with these people are only binding when they are confirmed by us in writing. If a requirement for written confirmation is present, it can be fulfilled in email form without an electronic signature, or by fax.
- Our conditions of delivery have validity in relation to national and foreign parties (physical entities and legal entities). Their validity extends to future transactions with the party placing the order in the context of trade relations conducted as they arise.
II. The Agreement of Contracts
- Our offer is not binding, unless nothing else is indicated in the order confirmation, or we did not specify otherwise in unambiguous form in writing. The order only takes effect when we have completed the written confirmation or when we complete the delivery. We do not accept orders under 10,000 items; these require specialized agreements.
- Catalogues, price-lists and other information intended for the customer do not make up our offer in the understanding of the regulations of the Civil Code, and have a purely informative character.
- The sale of goods is effected based on the order placed by the party placing the order. The order may only be sent to the Seller in written form (by post or fax) or in electronic form by sending the order by email. The order must include, at least: the exact name and address of the party placing the order, the tax identification number, a detailed specification of the products ordered, including the quantity, the required date of delivery / receipt of goods, and, if appropriate, an initial price estimate agreed with the Seller. The order made by the Purchaser is an offer in the understanding of Article 66 and the following articles of the Civil Code.
- The Seller assumes that the Purchaser, in placing the order, has acquainted himself with these conditions and accepts the decisions presented therein, which make up an integral part of the contract.
- The lack of a prompt response to the Purchaser’s order on the part of the Seller should not be regarded as acceptance of the order.
- The Seller is not obliged to accept and execute the orders of the Purchaser, and moreover the Seller is not obliged to complete the order in the case that, for reasons not of his making, the sale of goods is made difficult or impossible, or leads to loss for the Seller.
- The sales contract is agreed from the moment of the signing of the contract by both parties, or from the moment at which the Purchaser receives confirmation of his order, unless the contents of this confirmation indicate otherwise.
- The stipulations of the Seller with regard to the order are binding for the party placing the orderunless he makes known any reservations in the course of 2 days. In the case of any such reservations being made known by the Purchaser, the Seller is bound by the order only in the case of confirmation of the conditions of sale and delivery taking into account the reservations of the Purchaser in writing or by email.
- Any changes to the order, or the annulment of the order, cannot be completed without the explicit agreement of the Seller. Changes to the project, changes in the specification after the order has been submitted are only possible based upon explicit confirmation by the Seller.
- Both parties agree that in the case of doubts as to the contents of the agreed contract in relation to the rights and responsibilities of the parties, the doubts will be settled by the confirmation of receipt General Conditions of Sale and Delivery Witoplast Kisielińscy spółka jawna of the order to be completed that is sent by the Seller. Naturally errors in writing or mistakes in figures will not have an influence on the obligations of the Seller.
- On the basis of the agreed contract the party placing the order is obliged to complete the payment for the ordered goods and authorizes the Seller to produce an invoice without his signature. The basis for drawing up an invoice is the order placed by the Purchaser and the confirmation of receipt of the order to be completed by the Seller.
- In the case of cancellation of the order, in its entirety or in part, the party placing the order is obliged to cover the costs incurred by the Seller and his sub-contractors.
- We retain the right to ownership and copyright and other similar rights in relation to examples, prospectuses, calculations and documentation. These cannot be made available to third parties. This relates specifically to written documentation specified as ‘confidential’. Before passing these on to a third party, the party placing the order has the obligation to obtain from us an unambiguous written agreement to this.
III. Prices and Conditions of Payment
- If this is not stated in the order confirmation, the binding price is the price “ex works” (Incoterms 2010), excluding the current rate of VAT. If the written agreement does not specify otherwise, the binding prices are given either in PLN or in EUR. Finally, the price mentioned above will be increased by VAT at the current rate.
- With the exception of regulations deviating from the norm, all invoices are subject to payment within the time agreed in the invoice, in full with no impact from the costs of making the payment, in the agreed currency and at the place specified by us for making the payment.
- If, after agreement of the contract, significant changes are made to the costs relating to the order, for example in terms of materials, raw materials, salaries and statutory debts, then, in the case of the agreed date of delivery being more than four days later than the signing of the contract, we will be legally entitled to a corresponding alteration in prices, unless it has already been agreed otherwise. In the case of later changes made to the order by the party placing the order, we will be legally entitled to ascribe the additional costs to the party placing the order.
- The party placing the order has the right to make adjustments / subtractions only in the case where his claims have been confirmed by legally binding court verdict, are indisputable or have been accepted by us directly in writing.
- Bills of exchange and cheques will be accepted – if the Seller gives explicit agreement – only with the aim of completing an order. The costs associated with a bill of exchange or cheque will be at the expense of the party placing the order. The day of payment is fixed as the day on which we will be able to make use of the amount paid into our account.
- We are entitled to make use of the payments made by the party placing the order in such a way that first the oldest invoices, those subject to payment, are settled, then the costs, and later the interest and finally the main debt.
- If we are obliged to complete deliveries in advance and after signing a contract we become aware of circumstances that would significantly harm the material situation of the party placing the order, then we have the choice of demanding either insurance or payment for the goods delivered in ‘hand-to-hand’ form from the party placing the order within an appropriate time. If the party placing the order does not accept this, then in line with further legal requirements, we will be entitled to withdraw from the contract with immediate effect. In this situation the party placing the order will pay the Seller the amount for the order as completed up to this point and will repay all costs incurred by the Seller in the attempt to complete the order. In the case of doubts arising on the part of the Seller as to the ability of the party placing the order to pay, the party placing the order must prove that his financial condition in no way threatens the proper fulfillment of his contractual responsibilities.
IV. Delivery and Postage of the Goods
- The beginning of the delivery deadline set by us is conditional on the clarification of all necessary problems and on the party placing the order keeping to the obligations set out. If it is not agreed otherwise, or not indicated otherwise in the contract, the deadline set by us is always non-binding.
- Delays in delivery, specifically those as a result of acts of God or as a result of unforeseeable circumstances not attributable to us, like disruption in the work of the factory, strikes, closing of the factory, a lack of transport, difficulties in obtaining materials, administrative decrees, late deliveries by our suppliers do not count as delays in fulfillment of contract by us. The agreed deadline for the delivery is extended to cover the duration of the problem with the addition of the appropriate time for a restart. If the problem continues for more than two months, then both we and the party placing the order are entitled to set an additional deadline in relation to the parts of the contract which remain incomplete and then to withdraw from the contract. In this case claims for damages are excluded.
- If, after the start of a delay in fulfillment of the contract on our part, the party placing the order sets an appropriate extended deadline of more than two weeks, he will be entitled to withdraw from the contract if this deadline passes without fulfillment of the contract on our part. Damages in place of the delivery of services will be available to the party placing the order only if the delay was caused deliberately. In the case of neglect on our part, our responsibility is always limited to ‘negative contractual interest’ in the understanding of the regulations laid out in the Civil Code. Damage must be foreseeable.
- If the party placing the order becomes delayed as a result of non-punctual reception of the goods, or breaks the rules of co-operation, we will be entitled to demand damages in line with the harm done to us, including additional outlay, where appropriate. In this case the danger of accidental loss or accidental worsening of the product being sold becomes the responsibility of the party placing the order at the point at which the delay in receiving the goods begins.
- We are entitled to complete the delivery in parts and to complete it before the deadline, provided that no visible obstacles arise for the party placing the order.
- On our demand, the party placing the order is obliged to submit, at the appropriate time, a declaration clarifying whether he withdraws from the contract as a result of delays in delivery, and / or demands damages payment or insists on the completion of the delivery.
- In relation to the specific technicalities of production we are entitled to provide the following amounts above or below the amounts of the delivery, without this being considered a lack: if the delivery exceeds 50,000 items, +/– 5%; 25,000 to 50,000 +/-10%; 10,000 to 25,000 +/-15%; and 10,000 +/-20%.
- If not agreed otherwise in writing, the delivery agreement ‘ex works’ (Incoterms 2010) applies. It also applies if we commit ourselves to covering the costs of transportation.
- Only at the express wish of the party placing the order do we buy transportation insurance for the delivery, and the associated costs are covered by the party placing the order.
- Considering the specific instructions, the choice of a means of transport and the transport route are determined at our discretion.
- Single-use packaging will not be disposed of by us. Borrowed or exchanged methods of packaging (for example pallets) should be returned within two months or they will be charged to the party placing the order.
V. Long-term deliveries and deliveries on demand
- Contracts drawn up for an unspecified period of time can be terminated within six months, with effect from the end of the month, provided that nothing else has been specified.
- In the case of contracts lasting more than twelve months or drawn up for an unspecified period of time, if, after the first four months have passed, a significant change occurs in the costs, materials or energy, and this is not agreed to, the Seller is entitled to demand the appropriate adaptation of prices to take into account these factors. Point III.3 remains unchanged.
- Our prices are calculated on the basis of the size of the order. If no binding size of order has been fixed, our calculations are based on agreed target amounts. If the size of the order or target amount is exceeded by more than 20% we will be entitled to a corresponding rise in the prices. If the party placing the order exceeds this amount by more than 20% with our written agreement, he has the right to demand a corresponding decrease in the price, provided the demand is made in written form no later than two months before the agreed date of delivery. We establish the amount of increase or decrease in the price on the basis of our calculations.
- In the case of contracts for on demand deliveries, if not agreed otherwise, it is necessary to give us a fixed quantity at least three months before the delivery date. We are released from the obligation of completing the delivery, if the request for a delivery does not arrive by the appropriate deadline and this is the fault of the party placing the order. If, despite that, we complete the order, the party placing the order must cover additional costs arising as a result of the late order on demand or any changes in the demand relating to timing or quantities.
VI. Dimensions, Weight, Norms and Regulations
- With the aim of maintaining fixed dimensions the PN and EN norms apply. We give the dimensions and weights in our offers and order confirmations according to our best knowledge. These values are approximate and do not represent guaranteed characteristics. Insignificant deviations, especially those related to technical conditions, do not entitle the party placing the order to appeal for a refund or make claims of lack, unless this was agreed.
- Unless otherwise agreed, in relation to the products we supply we are bound by the regulations for techniques, norms and laws that apply in Poland and we do not undertake to seek out the norms and laws that apply abroad. If the party placing the order demands that laws from abroad be adhered to, he should inform us in writing sufficiently in advance of the drawing up of a contract for us to be able to take these into account, refer to them and have them clarified.
- Each new component (label, cap etc) requires compatibility tests and the acceptance of the Purchaser.
- The colour may differ slightly from that shown in the example.
- The colours of print-outs may differ slightly from that shown in the example (it is possible to provide the acceptable limit of deviation)
- The standard mixture used by us for the production of tubes is 80/LD/20HD.
- Witoplast does not take responsibility for the readability of the bar codes printed on tubes, if those codes are not conformed to ISO standards.
VII. Claims in the Name of Guarantee
- In accordance to the procedures existing in Witoplast company, we would like to reserve the right to complain consideration . We will make every effort to possibly shorten the process. In the meantime we expect there will not be taken any actions leading to any costs. Our experience let us be convinced we can propose optimum solution saving costs on both sides. Please take into consideration, that Witoplast will not participate in any costs arisen beyond our decision and approval. All the operations taken without our acceptance will be taken on customer’s risk, responsibility and cost. We will come back with the information within 14 days.
- The right of the party placing the order to claim a guarantee assumes that the latter checks the goods immediately upon their arrival and announces any lacks / faults to us in writing within 14 days of the issue of the goods, under penalty of losing the right to claim in this capacity. It is necessary to make it possible for us to check the products about which the claim is made while they are still in place. Our checks should take place immediately, considering that the fastest possible resolution of the issue is in the interests of the party placing the order.
- Claims on the basis of a guarantee are excluded, including claims for compensation made by the party placing the order if he does not adhere to our generally known principles of safety and rules relating to the usage, as well as the techniques of handling of our products. The same is true of damage or damages as a result of the effects of misuse of our products or incorrect demands made by the customer (specifically, intentions, methods of research, technical data provided to us and means of delivery,construction documents, selection of materials), for which the party placing the order is responsible.
- Claims in the name of guarantee do not occur if the only deviations from specified characteristics are minor, or there is a minor narrowing of use, e.g. in the case of slight variations in colour. We pay attention to the fact that the durability of our plastic products, the colouring and varnish, and where appropriate the other parts added in the production of products, can be limited and depends on correct storage.
- The Seller accepts no responsibility for interactions.
- All of our specifications make up one single description and are valid as an approximation. They are not subject to guarantee, unless otherwise established.
- In the case of the appearance in the delivery of a lack, we are entitled, in accordance with our range, to remove the lack or to replace it.
- A refund claim does not stop payment for an ordered product.
- If the party placing the order appeals for a refund for a reason for which we take no responsibility, incorrectly ascribed to us as our responsibility, we are entitled to charge the remaining products to the party placing the order at the appropriate rate of expenditure in the name of removal and / or establishing a lack.
- We can place the costs resulting from additional expenditure in order to fulfill our contract on the party placing the order, specifically in relation to the costs of transport, the distances to be covered, the amount of work invested and the cost of materials, if the costs rise as a result of the need to deliver the products to a different place, situated further away, resulting in higher costs unless transportation to another place relates to the destination given in the contract and was known to us at the time of drawing up the contract.
- Claims made by the party placing the order in the name of regression at the time of a further sale of the product by that party to his customers are excluded. The legal deadlines apply to the pre-dating of claims resulting from a contract. If, as a result of the declared lack, there is a need to send the goods, the guarantee deadline will be counted from the date of the declaration of that lack to the later date of sending, only as a restricted period, and not one that starts again.
- Before the party placing the order is able to proceed to further claims or use of other entitlements allowed in the regulations of generally valid laws (breach of contract, minimization of obligations, damage claims or refund of expenditure, or in the case of contracts about independently made objects), we should be given the possibility to fulfill the contract, determining an appropriate deadline, provided that we have not provided a guarantee that states otherwise. If, despite the provision of a second deadline, the fulfillment of the contract was not completed, the party placing the order is himself not capable of it, or we cancelled the delivery, then the party placing the order can withdraw from the contract or lower the payment made (minimize). The course of damages and damage claims because of costs borne is applicable to Point IV.3, Point VII.9, Point VIII of these terms and conditions.
- For claims relating to legal lacks, the following also apply:
- If not otherwise stated, we are only obliged to complete a delivery free of rights associated with third parties. If our deliveries are effected abroad, the responsibility of the party placing the order will be to ensure that the deliveries are not subject to the rights of third parties in the country of use, before starting to use them, or to inform us about this before signing a contract and in a sufficiently complete way to allow us to take this into account. With some exceptions we do not reach agreements or make decisions relating to foreign patents.
- In relation to our advisory services we only accept responsibility in the case of the appropriate written agreement being made, determining the conditions of this service. The party placing the order accepts responsibility to ensure that our deliveries are suited to the uses they are put to.
- The party placing the order takes responsibility for the accuracy of the template, design and example provided.
- Claims for damages and compensation of costs incurred as a result of the occurrence of lacks / faults in the goods supplied that are not our fault are excluded. Damage claims must relate to deliberate fault on our part or extreme negligence.
- Damage claims made in relation to an infringement by us or by a third party of the durability guarantee that we vouched for, are excluded if the infringement did not occur by our deliberate fault or extreme neglect.
- Remaining damage claims and compensation of costs incurred by the party placing the order, regardless of whether these have a legal basis or not, specifically by the infringement of obligations in relation to the legal relationship, by placing blame before or during the process of drawing up the contract or during the period of its validity for a disallowed action, are excluded.
- Under no circumstances are we responsible for the above-mentioned legally determined damages. Our responsibility is limited to “negative contractual interest”, in the understanding supplied by civil law; we can never exceed typical foreseeable damages.
- To the extent that our responsibility is excluded or limited, the same is true of the responsibility of our helpers, employees and representatives in drawing up a contract.
IX. Restrictions on Ownership
- We reserve the right to ownership of the goods being delivered until the point of payment of all dues relating to the completion of a transaction with a purchaser. In the case of a breach of contract by the party placing the order, specifically delays in payment, despite the appropriate agreement of a further deadline, we have the right to take back the goods delivered. The above does not apply if the party placing the order submitted an application for bankruptcy or bankruptcy actions, in which case the removal of goods supplied by us is forbidden. After the removal of goods, we have the right to dispose of them; the costs of their sale will be subtracted from the obligations of the party placing the order – with the deduction of the appropriate amount for the costs of carrying out this process.
- The party placing the order is obliged to take appropriate care of the objects delivered, specifically he is obliged to insure them at the rate of new value against damage by fire, water, all other types of damage and theft at his own cost. If conservation work and inspections are required, these must be completed by the party placing the order at his own cost and in his own time. Up to the moment of transfer of the right of ownership to the party placing the order, the Seller is entitled to obtain the assets paid out for the insurance of the goods. In the case of the party placing the order being paid compensation, he should immediately transfer this to the Seller.
- In the case of seizure or other actions undertaken by a third party, the party placing the order is obliged to inform us of this immediately in writing. The party placing the order has a responsibility to us in relation to any court costs and other costs that are incurred in the case of disputes that require resolution, if we are unable to obtain compensation for these costs from the defendant (a third party).
- The party placing the order cannot withdraw from the rights and obligations of the contract without the agreement of the Seller.
- If the goods being supplied are delivered before the party placing the order completes all the payments specified in the contract, they remain our property until the point of completed payment, according to acceptance of this by law in the area in which the goods supplied are to be found. If the reservation of ownership is not acceptable, but other laws on the goods supplied are accepted, we can make full use of any laws of this kind. The party placing the order is obliged to co-operate in executing our measures, which we employ to protect our right to ownership or, in place of this, our initial right to another right to the goods supplied.
X. Related to Orders of Production Equipment – Putting at Disposal Executive Documents
- Related to orders of production equipment such as models, examples and templates made available by the party placing the order, these are to be sent to us without cost at the risk of the party placing the order. The compliance of the production equipment provided by the party placing the order with the specifications set out in the contract or the drawings and examples provided to us is the responsibility of the party placing the order. The production equipment supplied by the party placing the order may be changed by us if the technical demands justify this, or production will be aided, and the resulting products are not altered by these changes.
- The costs of the required alterations and the upkeep of the equipment is the responsibility of the party placing the order. This also applies to substitutes for production equipment, if the need for a substitute was caused by normal use, or defects did not occur through any fault of ours.
- The production equipment will be used by us with the appropriate care, and will be stored in the same way as we store our own equipment. We are not responsible for accidental disappearance or deterioration of the equipment. The production equipment of the party placing the order, once no longer required by us, will be sent to the party placing the order at his cost and at his risk, and if the party placing the order does not respond to a call to pick up the equipment at an appropriately determined time, we will store the equipment at his cost and after the appropriately determined deadline has passed we will destroy the equipment.
- If the production equipment or models are made or acquired by us at the request of the party placing the order, the latter is responsible for covering our costs. If all costs are not paid off, the party placing the order will cover the remaining costs if he does not take the number of items indicated in the contract at the time of signing. Models made or acquired by us, as well as production equipment will remain our property; throughout the period of validity of the contract they will be used solely to prepare the products for the party placing the order. Once three years have passed from the last delivery, we are not obliged to store them any longer. If it is agreed that the owner of the equipment or models is the party placing the order, they are transferred to him at the time of payment. The transfer of this equipment or models will be exchanged for our obligation to store them. The storage relation can be terminated by the party placing the order, at the earliest two years after the transfer of property, assuming that no other understanding has been reached in this regard.
- The party placing the order provides the material in quantities that appropriately exceed needs, and in a quality that does not cause reservations.
- The documents presented to the party placing the order must be checked by the latter. If the party placing the order accepts them, he must sign and return them. Corrections must be made clearly. The party placing the order is responsible for omissions and lacks, which are to be noticed by him.
XI. Copyright Protection
- If the deliveries take place in accordance with the drawings or other data or production equipment of the party placing the order, and in the course of this the rights of third parties are affected, the party placing the order relieves us of any claims made by these third parties. The same relates to documents made available by the party placing the order.
- License claims made by the party placing the order based on copyright laws in relation to models and production equipment sent or acquired at his request are excluded, if these are used by us in accordance with our contract.
- Sketches, plans, drawings etc produced by us remain our property and are solely for our use, provided no agreement is made to the contrary. Upon request, they must be returned to us, and copies destroyed. There is no right to keep them.
- In the case of the infringement of the rights of third parties that occur at the fault of the party placing the order, he is responsible for freeing us from any claims made by third parties in the first instance.
XII. Freedom from Liability
- The party placing the order has the obligation to free us of all claims for compensation, specifically compensation of a penal character (specific to the USA and Canada), coming from third parties, including consumers (and their legal inheritors), regardless of the legal basis in relation to the packaging of our products. This also applies in concrete cases leading (or possibly leading) to loss of good health or, by incorrect use of the products in our packaging, to bodily injury, damage to objects or other kinds of damage. This also applies to executive claims based on the laws of verdict that apply in the USA, Canada, countries outside the EU, in relation to the products contained within our packaging, based on which it is possible to take us to court in Germany, the USA or in other countries. Our claims relating to freedom from liability also include the related costs for legal help and expenses for defense in this type of case.
- Each of the parties is obliged to keep secret from third parties all documents (including examples, models and data) and any knowledge obtained in the course of co-operation, intended for the achievement of a shared goal. This applies in particular when the other party in the contract definesthe information as confidential, or confidentiality is dictated by the nature of the information.XIV. Correct Court – the Place of Proceedings1.The correct court for dealing with disputes between the Purchaser and the Seller is in the place of our central office. We are, however, entitled to call the party placing the order before the court of his central office.
- If nothing other is specified in the order confirmation, the place where our activities are carried out is the place of our supply factory. The place where payment obligations are to be met is our central office.
- The other party, with whom we conduct any disputes, is for us exclusively the Purchaser, who is simultaneously the party placing the order and the party paying for services rendered.
- In the case of a court verdict to the effect that any of the points made in our General Conditions of Sale and Delivery are not in line with the law, the rest of the conditions continue to apply.
- Before taking the matter before a court, the parties will try to reach a settlement of the dispute themselves.
- In the case of doubts arising as to the meaning of points made in the General Conditions of Sale and Delivery in the English and the Polish version, the Polish version is given priority.
XV. Laws Applied, the Saving Clause
- Legal relations between the parties are based exclusively on Polish legal requirements, with the exception of the UN Agreement on trade law (UNCITRAL / CISG).
- If the individual points of this contract or of these General Conditions are or become ineffective, the remaining points are not affected by that fact.