General Terms of co-operation

GENERAL TERMS AND CONDITIONS OF CO-OPERATION WITH P.P.H.U. Polipack Spółka Jawna (a registered partnership)

These general terms and conditions of co-operation, hereinafter referred to as GTCC, constitute general terms and conditions of contracts as defined by Art. 384 of the Civil Code, and apply to contracts signed by P.P.H.U. Polipack Spółka Jawna Irena Więckowska i Katarzyna Kolmetz, address: 84-241 Gościcino, 21 Handlowa St., registered at the District Court Gdańsk-Północ, 8th Commercial Division of the National Court Register, under No. KRS 0000005935. Share capital PLN 15,000, NIP (tax identification number) 5880000407, hereinafter referred to as POLIPACK.

The general terms and conditions of co-operation shall constitute an integral part of contracts and shall be binding on both parties to a contract, unless the parties clearly agree upon otherwise, which agreement shall be made in writing or else shall be null and void.

1. Scope of application of the General Terms and Conditions of Co-operation
   1. The GTCC shall constitute an integral part of a contract of sale executed between Polipack and a Buyer, and shall remain binding throughout the period of commercial co-operation (for contract execution see 1.7). Placement of an order by the Buyer shall be equivalent to acceptance of the General Terms and Conditions of Co-Operation with Polipack.
   2. These GTCC shall apply to orders for sale of movables produced by Polipack on the basis of and in accordance with an order from the Buyer, hereinafter referred to as “Products”.
   3. Polipack shall accept orders placed by the Buyer in writing, by facsimile or by e-mail. An order shall contain the Buyer’s data such as: company name, address, NIP (tax identification number), name of the person authorized to place orders, telephone number for contacts, type and quantity of ordered products, destination and type of delivery. Execution of a contract shall be conditioned on acceptance of an order for filling by Polipack. Placement of an order shall be equivalent to an obligation to collect the ordered items. Polipack shall in each case be authorized to refuse to accept an order for filling.
   4. In a confirmation of order acceptance for filling Polipack shall specify the assortment of ordered Products, their quantity, collection/delivery date and price. Polipack shall execute a contract only by means of an explicit confirmation of acceptance of an order for filling, to be sent in writing, by facsimile or by e-mail.
   5. When the Buyer places an order for the first time, it shall be necessary to submit the following documents: a certificate of entry into a register of business entities or an extract from the commercial register, a certificate concerning the REGON identification number, a decision on the assignment of NIP (tax identification number) (for the purpose of securing the transaction).
   6. Whenever a change is introduced in the register or certificate concerning the conducted business activity (e.g. change of address, change of activity profile, change of company representatives etc.), an extract from the register of business entities or from the commercial register containing the introduced changes shall be submitted.
   7. A statement by Polipack on order acceptance subject to changes or supplementations that do not alter the essence of the order shall be deemed to be acceptance of the order with the reservations contained in the statement taken into account, and shall constitute execution of a contract of sale. In a situation where within 24 hours from the reception of a sent Confirmation of order filling no reservations/comments regarding the Confirmation are submitted, the order shall be deemed to have been accepted for filling.
   8. Orders shall be filled in accordance with the General Terms and Conditions of Co-operation available on the www.polipack.com.pl website.
   9. The Parties agree that if there are doubts regarding the rights and obligations of the Parties arising from a contract, the contents of the confirmation of order acceptance for filling sent by Polipack shall prevail.
   10. In order to be valid any amendments to the terms and conditions of a contract, or separate verbal arrangements, shall be confirmed by Polipack in writing and shall apply solely to a given transaction.
   11. No other contract performance conditions applied by the Buyer shall be accepted by Polipack, with the exception of contracts for individual packaging designs.
   12. Apart from the stipulations contained in the GTCC, Polipack shall allow a possibility to execute individual co-operation contracts and reserves the right to accept orders in part, or to reject orders without giving reason.
2. Prices and payment
   1. The prices in the cost estimate are provided in PLN or in EUR and shall not include VAT, the price of collective packaging (cardboard box, separator, foam), or the costs of transport, unless the Parties agree upon otherwise. Prices provided in a foreign currency shall be converted into Polish zlotys on the invoice issuance date, with the use of the NBP exchange rate from the previous business day.
   2. A cost estimate prepared by Polipack shall remain valid for 30 calendar days from the offering preparation date.
   3. The prices presented in the cost estimate are provided for the quantity of products specified in a request for proposal or in the order. Should the actual quantity of purchased products differ from the one on the basis of which the cost estimate has been prepared, Polipack shall be authorized to modify prices.
   4. Having received an order from the Customer, Polipack shall issue a pro forma invoice to be sent by facsimile or by e-mail to the Customer. The invoice shall specify the date and method of payment. After the Buyer makes payments and after a confirmation of payment is received, Polipack shall issue an invoice for the ordered Products. The pro forma invoice shall remain valid for 5 days from its issuance date.
   5. The invoices issued by Polipack shall be payable without any deductions within the time limit specified in the invoice and running from the issuance date thereof. The Parties may agree upon other terms of payment, however the following rules shall apply:
      • for the first deliveries – prepayment,
      • 100% prepayment on the basis of a pro forma invoice before the manufacturing of colored packaging is commenced,
      • a deferred payment date shall be determined depending on the previous co-operation with the Buyer.
   6. Should there be a delay in payment, Polipack shall be authorized to charge default interest in the statutory amount, starting on the day when the time limit for payment, as specified in the invoice, expired. In addition, Polipack shall be authorized to charge the payer with the costs of admonitions amounting to PLN 50 per each call for payment.
   7. If a payment is not made when due, the data of the debtor and of its debt may be included in the Register of Debtors kept by ERIF BIG SA. Submitting information on debt to ERIF BIG SA significantly limits the debtor’s possibilities to use financial services, hinders or totally precludes co-operation with other entrepreneurs, and moreover results in loss of financial credibility.
   8. Should there be a delay in payment on the part of the Buyer or should the Buyer act otherwise to the detriment of Polipack, Polipack reserves the right to stop deliveries or provision of services until the created obstacle to the provision of the agreed benefit is removed.
   9. Should the Buyer withdraw an order that has already been filled by Polipack, the Buyer shall remain wholly responsible for the loss resulting from there. Any and all prepayments made by the Buyer in respect of such an order shall be taken on account of the incurred costs.
3. Property right reservation.
   1. Goods handed over to the Buyer shall remain the property of Polipack until the price is paid in whole.
4. Quantity
   1. Orders shall be filled in quantities that are multiplies of the quantity of packaged bottom parts and caps (bottom parts and caps are packaged separately) or as sets. The basic packaging shall be a cardboard box or a cardboard plate.
   2. The cardboard packaging and the EURO pallets shall be returnable.
   3. Order filling with quantity tolerance of +/- 5% shall be accepted by the Buyer. If the quantity is changed within the limit of +/- 5%, items in the invoice shall be adjusted to be conformant with the actually produced quantity of Products.
5. Quality
   1. The Buyer shall be responsible for making sure that the technical data, the quality and the design of product, as well as the specifications of the raw materials provided in the Buyer’s order or in a contract are conformant with the Buyer’s needs. The return processing shall be permitted, in accordance with the adopted technology of plastics processing.
   2. If Polipack fills an order as placed by the Buyer, any and all changes in the design may be introduced at the sole cost of the Buyer.
   3. Specifications of Products manufactured as ordered shall be provided solely upon a written request from the Buyer.
   4. The technical data of products published on the www.polipack.com.pl website, in catalogues, brochures, price lists and in similar documentation are of tentative character.
6. Delivery, delivery time
   1. The Polipack company shall deliver the ordered Products with the use of the messenger company. Shipping costs for 1 cardboard box – PLN 19 net, PLN 25 net with payment upon delivery, shipping cost for 1 EURO pallet with height of up to 2 m – PLN 140 net; the net amount of PLN 140 no includes the cost of pallet. The type of transport and prices shall apply solely to domestic shipments. The Buyer shall have the right to choose the transportation company which will deliver the Products. There is a possibility to collect Products on one’s own – if the Products are collected with the Buyer’s own means of transport, the Buyer shall be charged with the cost of a disposable used pallet like in offer. In order to be void, such arrangements shall be made in writing.
   2. The time of order filling counted from its placement shall be as follows: for standard colors, which means white or natural colors, up to 21 days; for non-standard colors proposed by Polipack or for ornamented products – up to 28 days. The time of order filling shall be counted from the day when the Buyer accepts the design.
   3. Should there be a delay in goods collection or should the forwarding company ordered by the Buyer fail to collect the Products within 7 days from the forecast order completion date, a contractual penalty shall be imposed in an amount equivalent to 0.1% of the order value for each day in delay counted from the date of order completion by Polipack.
   4. If the time limit for collection of Products in a standard color is exceeded by 30 days, Polipack shall be authorized to sell the Products to a third party on the conditions and for a price determined at Polipack’s discretion. (If that is the case, an invoice including the amount of the contractual penalty shall be issued for the Buyer who failed to collect the Products – the Buyer authorizes Polipack to issue an invoice for that item)
   5. In a situation where the time limit for collection of Products in non-standard colors or of ornamented Products is exceeded by 30 days, Polipack shall have the right to issue an invoice for the ordered goods, charge the costs of utilization of the uncollected products and the storage costs in an amount of 0.1% of the order value for each day in delay counted from the date when order filling by by Polipack is completed. The costs of utilization of uncollected products shall be determined by the company commissioned to perform such an operation.
   6. If Polipack is prevented from fulfilling its obligation due to force majeure, the Buyer shall not be entitled to any claims for compensation for a loss that resulted from the failure to perform or from delay in performance of the contract. Polipack shall notify the Buyer immediately on events that result in an impossibility to make a delivery. Force majeure shall include, amongst others: disturbances in plant operations that occur through no fault of Polipack, raw materials shortages, limitations resulting from orders by authorities, natural disasters and strikes.
   7. Each partial delivery shall constitute a separate transaction and may be invoiced separately by Polipack.
7. Making of delivery and transfer of risk
   1. The risk related to goods delivery shall be transferred to the Buyer when the goods are passed to a representative of the Buyer authorized to collect them, including a forwarder or a carrier. In a situation where, after Polipack reports readiness of Products for collection, the Products remain in the warehouse of Polipac upon request from the Buyer, the Buyer shall cover all the costs related to the storage of the Products, in accordance with price levels agreed upon between the Parties. The Buyer shall bear all the risks related to storage of the Products at Polipack.
8. Liability for defects
   1. After reception of goods the Buyer shall immediately inspect them in respect of both quantity and quality. If the goods have been delivered by a messenger, and upon reception thereof defects regarding quantity and/or quality have been found, the Buyer shall draw up a non-conformity report in the presence of the carrier. If the Buyer finds within 14 days discrepancies with the delivery documents in respects of either quantity or quality, the Buyer shall immediately notify Polipack thereon in writing, using the form available from www.polipack.com.pl or available from the Buyer’s account manager.
   2. Damages resulting from further treatment of the goods, or from incorrect manner of storage, or from use in a manner inconsistent with the designed purpose, or from a delay in reception shall not be covered by the return or replacement procedure.
   3. Polipack shall be released from any liability under statutory warranty in a situation where the Buyer knew about a defect at the time of executing the contract, placing an order or delivering a Confirmation of Order Acceptance.
   4. If the defects referred to in subparagraph 8.1 are found, Polipack shall agree with the Buyer upon the manner of solving the problem. If the manner of solving the problem is not decided upon within 2 months from the date when the inconsistency was reported, the Buyer shall be authorized to withdraw from the contract concerning the filling of its order.
   5. If only some of the sold Products are deemed by both Parties to be defective and can be separated from goods free of defects, the right of the Buyer to cancel the order or to withdraw from the contract concerning the filling of its order shall be limited to the faulty goods.
   6. If due to a physical defect of goods the Buyer withdraws from a contract concerning the filling of its order or demands replacement of faulty goods with goods free of defects, the Buyer shall not send the goods back without having agreed upon that with Polipack in advance.
   7. Questioning the quantity and/or quality of goods shall not entitle the Buyer to withhold payment for completed deliveries.
   8. The liability of Polipack for defects in goods shall be excluded in a situation where the goods are resold to third parties.
9. Return of goods
   1. The return of Products questioned by the Buyer and acknowledged by Polipack shall be accepted on the condition that the Products are not damaged, not processed in the course of manufacturing processes of the Buyer and identifiable in respect of the parameters contained in the order./li>
10. Other provisions
    1. Assignment to third parties of rights arising from a contract executed with Polipack or from a placed order shall be unacceptable, unless Polipack expresses its consent thereto in writing.
    2. By accepting the GTCC the Buyer consents to the processing of their personal data by Polipack for the purpose of filling the order and for marketing purposes related to their activities.
    3. Polipack reserves the right to use free of charge the manufactured Products and their images in promotional materials and as samples of Products on a display and on the www.polipack.com.pl website.
    4. To matters not regulated herein the provisions of the Civil Code shall apply.
    5. By placing an order with Polipack the Buyer accepts the above provisions and agrees to the order to be filled on their basis.