GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL PROVISIONS

§1.1

General terms and conditions of sale, hereinafter referred to as GTC, define the rules of cooperation between the parties in the scope of supply of products and provision of services offered by KARTON-PAK Cieszyn sp. z o.o.. hereinafter referred to as KARTON-PAK for the Buyer.

§1.2

Within the meaning of theseGTC, The Buyer is an entrepreneur, i.e. a legal person, an organizational unit without legal personality and a natural person conducting business activity on the basis of an entry in the register of business activity, conducting business or professional activity on its own behalf. This means that these GTC do not apply to contracts with contractors, which will be negotiated individually.

§1.3

GTC define rules of concluding Sale Agreements by KARTON-PAK and are the integral part of all Sale Agreements concluded by KARTON-PAK and the Buyer (Parties to the agreement).

§1.4

GTC become effective for the Buyer at the moment of their delivery (in a paper or electronic form) before the conclusion of the agreement/acceptance of the order or at the moment the Buyer is provided with their contents. General Terms and Conditions are available on the website at www.karton-pak.pl

§1.5

An agreement concluded with a Buyer may include other provisions than the ones resulting from GTC. In such case, the Parties shall be bound by the provisions of the Agreement to the extent of such different provisions.

§1.6

In case of any discrepancies between the GTS and the regulations or agreement templates used by the Buyer, the Agreement does not include those provisions that contradict each other.

§1.7

In the case mentioned in paragraph 1.6, the Parties are obliged to immediately inform each other about the application of the regulations and templates and about any contradictions between them. The Parties are entitled to refuse to enter into the Agreement, if they do not reach any agreement on the scope of GTC in a timely manner.

§1.8

If the Parties entered into another agreement determining rules of sale or distribution of goods, the provisions of such agreement shall prevail over the provisions of GTC.

2. TERMS AND CONDITIONS OF SALE

§2.1

KARTON-PAK products are manufactured on the basis of individual orders, based on FEFCO and ECMA standards the implementation of which requires the preparation of detailed descriptive documentation; projects may be implemented also on the basis of drawings or designs sent by the customer. The Buyer places an order in a manner specified in §2.5 of these GTC on the basis of the offer of KARTON-PAK provided in writing electronically or by fax.

§2.2

Any request to make the offer must include:

preliminary specification of products – including external size in the order Length x Width x Height (LxBxH), FEFCO or ECMA design number or individual drawing or physical design, material specification, type of printing, enrichments, circulation.

§2.3

The offer will include at least:

a) preliminary specification of products – including external size in the order Length x Width x Height (LxBxH), FEFCO or ECMA design number or individual drawing or physical design, material specification, type of printing, enrichments, circulation,

b) net price in PLN or EUR,

c) payment terms and conditions, including payment due date,

d) approximate delivery date.

§2.4

The offered price is valid according to the date determined in the offer or if the date is not determined – for one month. Apart from the GTC, offers made in EUR are valid until the Euro exchange rate changes by +/-5% counting from the date of issuance of the offer. The exchange rate calculated according to the average exchange rate of the National Bank of Poland on the day the customer sends the order is applied.

§2.5

During the offer period, the Buyer may accept the offer at any time by placing an order for the products specified in the offer.

§2.6

The Buyer’s order shall include:

first and last name of the recipient, first and last name of the person making the order, date, signature and stamp,

reference to the offer or existing technology with the current price,

specification of the products ordered, in accordance with markings given in the offer,

required delivery date not shorter than the estimated date indicated in the offer,

place of delivery,

name and surname of the person entitled to take over delivery.

All orders must be made in an electronic or paper form.

§2.7

Orders containing changes in relation to the offer or supplementing its content will not be treated as an acceptance of the offer, but as a new offer in accordance with the Civil Code. In such case, the existing offer of KARTON-PAK becomes invalid.

Orders placed after 12.00 p.m. will be accepted as orders of the next business day.

Projects prepared for printing by KARTON-PAK must be approved by the customer. After their acceptance we do not bear any liability for their contents.

The Buyer bears sole liability for products and goods ordered, as well as for sevices in terms of their compliance with the law, in particular the infringement of third party rights (copyright, property, personal rights, registered trademarks and others).

Received graphic designs are archived for no longer than 2 years, provided that the frequency of ordering the printing of this design is not less than once every six months. The so-called “one print” projects are archived for no longer than six months.

Proof in a paper form is archived for no longer than 1 year.

Die-cutter are stored until they are used up, no more than two years after the last use.

Color visualization of designs in electronic form largely depends on the calibration of the monitor, so the final print on paper must be based on proof or print approval.

a) at the request of the Buyer, KARTON-PAK may make a testing print on an offset machine with the use of matrices in the amount of 10 sheets plus shipping costs (depending on location – within or outside the country) for a fee,

b) at the request of the Buyer, the color may be accepted by the Buyer at the machine.

§2.8

Any agreement between the Parties is concluded on the terms and conditions specified in the order confirmation by KARTON-PAK and resulting from the provisions of the GTC. The agreement is concluded when the offer is accepted without reservations. Any modifications and amendments shall be made in writting or elshe shall be null and void. All offer and project documentation is the property of KARTON-PAK and without written permission from KARTON-PAK may not be reproduced or made available to third parties, otherwise it shall subject to legal consequences, including those specified in the Unfair Competition Law.

§2.9

KARTON-PAK reserves the right to request the following documents from the Buyer before concluding the agreement:

a) a current extract from the Register of Entrepreneurs of the National Court Register or the Register of Business Activity,

b) a decision to assign a Statistical Identification Number,

b) a decision to assign a Tax Identification Number,

KARTON-PAK also reserves the right to request the above-mentioned documents in the course of agreement execution, until the parties have fulfilled their mutual obligations.

§2.10

KARTON-PAK reserves the right to require the Buyer – before proceeding with the execution of the order – to establish – in favor of the Seller – irrevocable payment security in the form of:

a) a bank guarantee,

b) a documentary credit,

c) an insurance policy,

d) assignment of claims,

e) bills of exchange with the clause “no objection”,

f) third-party guarantees.

§2.11

The delivery date specified by KARTON-PAK in the order confirmation may be extended in case of circumstances for which KARTON-PAK is not responsible, in particular force majeure.

§2.12

If the Buyer cancels the execution of the order placed, he will be obliged to reimburse the Supplier all documented costs that the Supplier will incur in connection with the execution of the order, as well as to pay a contractual penalty in the amount of 10% of the gross value of the order from which the Buyer has withdrawn.

§2.13

Proof of delivery (“Proof of Delivery”) will be a VAT invoice or a Stock Issue Confirmation.

§2.14

In case of non-collection of goods by the customer, the cost of storage is PLN 3.00 net/day per pallet space. Cost of storage is billed 30 days after the customer is informed that the goods are ready for collection or an invoice is issued.

3.VAT invoices

§3.1

The Supplier will issue a separate invoice for each delivery on the basis of each order, partial deliveries on the basis of the Stock Issue Confirmation and issuance of a summary invoice for a period of one calendar month are allowed.

Invoices and correcting invoices will be sent by post or in an electronic manner or delivered together with the goods to the address given in the agreement.

The Buyer is entitled to change the service address upon a prior notice to the Supplier.

Each invoice must comply with valid regulations and must include the Buyer’s order number.

The Buyer authorizes the Supplier to issue the VAT invoice without signature.

In case of the Buyer’s insolvency, initiation of proceedings against the Buyer, initiation of bank settlement proceedings or initiation of enforcement proceedings against the Buyer, the Buyer is obliged to report the reservation of ownership of unpaid goods to the authorized investigating authorities and return these goods to the Supplier.

4. PRICE AND PAYMENT

§4.1

Offers provide exclusively net prices expressed in a given currency, so they do not include VAT. VAT will be added to the price at the current rate.

§4.2

Employees of KARTON-PAK are obliged to keep official secrecy. The ordering party is entitled to be given free samples of packagings and other products made by KARTON-PAK, provided that KARTON-PAK has the materials in question at its disposal at the time of the ordering’s party request and a model is done on a plotter without a print. Samples and models, as well as individual design and graphics studies, are charged on an individual basis.

§4.3

If KARTON-PAK’s offer indicates the need for partial prepayment, the Buyer who has accepted the offer is obliged to make a prepayment in the amount specified in the offer within 7 days from the date of receipt of the confirmation of order acceptance, unless a different date is indicated in the offer, but in any case no later than before the date of delivery. The remainder of the price will be paid by the Buyer on the date specified in the invoice.

§4.4

If the proforma invoice is not paid (partial or full payment) within 7 days, the order is canceled.

§4.5

Unless otherwise agreed, all payments must be made via wire transfer to the KARTON-PAK’s bank account given on a document from which the payment obligation arises

§4.6

The Buyer is obliged to make all payments to KARTON-PAK on time . KARTON-PAK is entitled to charge statutory interest for each day of delay in payment.

§4.7

KARTON-PAK reserves the right to withhold execution of the Sales Agreement and release of the Goods or performance of the service in case of failure to make the required prepayment.

§4.8

KARTON-PAK is entitled to withhold all or some Agreements made with the Buyer and to withhold the acceptance of the Buyers new orders if the Buyer is in delay with the payment of due invoices, or if the credit limit, i.e. the limit of KARTON-PAK’s unmatured debts to the Buyer increased by the value of confirmed orders, individually agreed with a given Buyer, is exceeded.

§4.9

Payment receipt date shall be deemed the day a proper amount is credited on the KARTON-PAK’s bank account.

5. TRANSFER OF RISKS

§5.1

The risk of accidental loss of or damage to the goods shall pass to the Buyer upon delivery of the goods to the Buyer. If the goods are to be shipped by KARTON-PAK to the place, indicated by the Buyer, their issue shall be made at the moment of handing over the goods to the Client by the carrier engaged in transportation.

§5.2

If the collection of goods is delayed due to some reasons attributable to the Buyer, the risk of accidental loss of or damage to the goods shall pass to the Buyer on the day following the date of agreed collection. If the Buyer is in default in the collection of the goods, KARTON-PAK may put the goods into storage at the Buyer’s expense and risk. KARTON-PAK may also send the Goods on the account of the Buyer, yet it must priorly provide the Buyer with an additional period of time for collection of the Goods, unless it is impossible or the goods are at risk of spoilage or would otherwise be in danger of damage. KARTON-PAK must immediately inform the Buyer about such sale of the Goods.

§5.3

If the Goods are sent to their destination via a carrier, the Buyer is obliged to immediately examine the shipment for defects, flaws and other damage in the manner customary for shipments of this kind. If the Buyer has found that the Goods have suffered loss or damage in transit, the Buyer is obliged to perform all actions necessary to determine the carrier’s liability. The Buyer is also obliged to notify KARTON-PAK in such case, but no later than the next working day after the day of delivery, under pain of losing claims for damages against KARTON-PAK on this account.

6.COMPLAINTS

§6.1

1/ Recommendations for handling the product – a condition for recognition of the complaint.

– Transport and store the product in a way that does not expose it to mechanical damage, dirt and wetness.

– The product should be stored on pallets in covered rooms with the humidity level of 45-60% and 10-35°C. Storing cardboard products in the above conditions will ensure optimum strength of the packaging and avoid cracking of the cardboard when the flaps are bent at an angle greater than 110 degrees.

Avoid any rapid changes in temperature and humidity.

Protect from getting wet and direct sunlight.

Before use, the product should be seasoned under conditions similar to later use.

2/Technical parameters and tolerances

Packaging size tolerance without a die-cutter +/- 3mm

Packaging size tolerance with a die-cutter +/- 0.1mm

Dimensional tolerance of glued packagings at the point of gluing +/- 3 mm

Grammage tolerance +/- 5.0%

ECT tolerance +/- 10%

flexographic printing tolerance +/- 3 mm

quantity tolerance in the circulation:

up to 500 pcs 50%

501-1000 pcs 20%

1001-5000 pcs 15%

over 5000 pcs 10%

§6.2

– The Buyer is obliged to check the condition of the goods at the moment of their delivery.

– Any complaints on the quality or quantity of delivered goods or damages, which occurred during transport, will be handled if the claims are reported at the moment of unloading the goods and recorded in a handover protocol and against confirmation by the Supplier’s representative. Complaints must be made in writing and sent to the Supplier within 3 days from the date of delivery. Complaints on the quality or quantity defects or damages, which occurred during transport will not be handled if the claims are not recorded and the complaint is not sent within the aforementioned period of time. The above complaint procedure applies to deliveries organized at the supplier’s expense.

– In the case of collection by own means of transport, complaints about quantity and quality will not be considered after receipt of goods.

– Loading of goods with the use of forklifts or through the loading ramp is carried out only on vehicles adapted for this purpose. It is permissible to load goods using a forklift or by ramp onto vehicles of other types only at the request and responsibility of the Buyer or the carrier.

The Buyer is entitled to make a complaint on the quality defects after delivery, if such defects were present in the goods before delivery, provided that the Buyer submits the complaint to the Supplier within 7 days from the moment the defect is recognized. After expiration of the stipulated period for making the complaint, the Buyer’s right to complain shall expire.

– In case of delivery by a shipping company (courier, etc.) Before taking delivery, the Buyer is obliged to make sure that the shipment has not been damaged or destroyed in transit. If any damage or destruction is found, the Buyer is obliged to draw up a claim report of the shipping company and immediately notify the Supplier of the incident, under pain of forfeiting the right to file a claim for damage or destruction.

– Complaints shall be handled by the Supplier within 14 working days from the day the complaint protocol or report on defects or insufficiencies is delivered to the Supplier. Within this date, the Supplier is obliged to notify the Buyer on the manner the claim included in the complaint is satisfied.

– Any differences in the number of pieces, delivered or defective in relation to the quantity listed on the delivery note, in the amount of +/- 1%, are systematic and will not be corrected by an adjustment note, nor will the missing goods be delivered.

7. RESERVATION OF THE OWNERSHIP TITLE

§7.1

KARTON-PAK has the right to reserve ownership of the goods that are the subject of the sales contract until the goods are paid for in full.

§7.2

If ownership of the sold goods is reserved, the Buyer to whom the thing was delivered, loses the right to possession of the thing already as a result of default in payment of the price.

If KARTON-PAK takes legal action for payment of the price, it may not demand the surrender of the sold goods on the basis of a reservation of title.

8. FAILURE TO PERFORM AN OBLIGATION AND/OR DEFECTIVE PERFORMANCE

§8.1

Any default in payments will result in the Buyer’s obligation to pay statutory interests.

9. FINAL PROVISIONS

§9.1

Neither Party shall be liable for failure to perform or improper performance of its obligations under the Sales agreement caused by force majeure. Force majeure shall be interpreted by the Parties as an extraordinary event, impossible to predict and avoid and independent from a given Party, also when its avoidance would require taking measures whose costs would exceed the salvageable benefits; in particular, the following are considered to be cases of force majeure: war, natural calamity such as earthquake or flood, explosion, fire, strike, etc.

§9.2

GTC are the integral part of each sale agreement and are effective to the same extent, unless otherwise agreed in the agreement.

§9.3

In all cases of sales carried out by the Seller, these GCS as of the date of the order shall apply. Any amendments hereto do not concern the priorly concluded agreements, i.e. the agrements which were concluded before the effectiveness hereof.

§9.4

These GTC subject to Polish law. The original version of sale agreements and GTC is the Polish version.

All issues not regulated herein shall be governed by the provisions of Polish laws, especially the Polish Civil Code. Should any individual provisions become invalid, it does not have any impact on other provisions.

§9.5

The court having jurisdiction to resolve any disputes shall be the court having jurisdiction over the registered office of KARTON-PAK.

2019-04-24 Cieszyn