General Terms and Conditions of Sale

§ 1 General Provisions

1. These General Terms and Conditions of Sale (hereinafter referred to as the „GTS”) define the rules for concluding and performing sales agreements for cardboard packaging produced by Tek-Pak Sp. z o.o. Sp. k. (hereinafter referred to as the „Seller”).
2. OWS apply exclusively in relations between the Seller and entrepreneurs within the meaning of Article 43¹ of the Civil Code (B2B transactions). The Seller excludes the application of OWS in transactions with consumers.
3. The Buyer's terms and conditions shall not apply unless the Seller agrees to them in writing, on pain of invalidity.
4. Any deviations from these T&Cs require written form, upon pain of nullity.

§ 2 Orders and Conclusion of Contract

1. All Seller's offers are indicative and do not constitute an offer within the meaning of Article 66 of the Civil Code. The contract is concluded upon written confirmation of the order by the Seller.
2. The order must include at least: Buyer's details, technical specification of the product, quantity, required delivery date, and acceptance of these GTC.
3. The seller reserves the right to refuse an order without stating a reason.
4. Orders for custom-made products are binding and cannot be canceled after confirmation by the Seller.

§ 3 Technical Specification and Tolerances

1. The basis for production is a technical specification approved by both parties. Approval of a sample or prototype by the Buyer signifies acceptance of the specification. Samples may be made from different cardboard than the final product, using different production technologies, and may not reflect the final production outcome.
2. Minor deviations within the declared tolerances regarding quality, color, or strength do not constitute defects in the goods. Permissible tolerances for parameters: Basis weight ±5%, ECT ±10%. The permissible offset of graphic elements relative to the creasing and/or cutting lines is ±3%.
3. Permissible quantity deviations (surplus/shortage) in a shipment are ±10% of the ordered quantity.
4. The finished scored and creased lines can bend up to a maximum of 120 degrees. For scores and creases, paper cracks appearing on the inside are permissible.
5. The tolerance for defective items is up to 3% for each product line. Color shades in the printed reproduction may differ slightly from the digital samples due to the nature of flexographic printing.

§ 4 Prices and Payment Terms

1. Prices are quoted net in PLN (or EUR), excluding VAT, at the rate applicable on the invoice date.
2. Prices are valid for the period indicated in the offer/order confirmation. The Seller reserves the right to change prices in the event of an increase in the costs of raw materials, energy, or transport after the order confirmation date.
3. Payment is due within 14 days from the invoice date, via bank transfer to the account indicated on the invoice, unless the parties have agreed otherwise in writing.
4. For late payment, the Seller charges statutory interest on late commercial transactions in accordance with the Act of March 8, 2013.
5. In case of delayed payment, the Seller may suspend the fulfillment of current orders until all dues are settled.
6. The costs of tools (cutting dies, molds, printing plates) are invoiced separately and remain the property of the Buyer. Two years after the last order was fulfilled using a given tool, the Seller is entitled to dispose of it without first obtaining the Buyer’s consent.

§ 5 Delivery and Transfer of Risk

1. Delivery terms (including Incoterms® 2020 rules) are established individually by the parties and specified in the order confirmation or a separate agreement.
2. The risk of damage to or loss of the goods passes to the Buyer at the moment the goods are handed over to the carrier / made available for collection (in accordance with the chosen Incoterms rule).
3. The given delivery dates are estimates. The seller is not responsible for delays resulting from reasons beyond their control (force majeure, raw material supplier delays, etc.).
4. Partial deliveries are allowed and each is invoiced separately.
5. The buyer is required to pick up the goods by the agreed-upon date. In the event of a refusal or delay in pickup, the seller may charge storage fees of 6.00 PLN (net) per pallet for each day of downtime.
6. The goods are delivered on pallets, which are invoiced separately according to the Seller's price list, unless otherwise agreed by the parties.

§ 6 Receipt of Goods and Complaints

1. The buyer is obliged to inspect the goods immediately upon delivery, no later than within 7 business days.
2. Visible defects (quantity discrepancies, mechanical damage) must be reported in writing within 7 business days of delivery, or the right to make a claim will be forfeited.
3. Latent defects must be reported immediately upon their discovery, and no later than 3 months from the date of delivery.
4. The complaint must include: order/invoice/ Warenbegleitschein number, description of the defect, photographic documentation, quantity of defective items, and a proposed solution (exchange, correction, discount).
5. The Buyer may not return the goods without the prior written consent of the Seller. A complaint does not exempt the Buyer from the obligation to pay the undisputed part of the amount due on time.
6. Processing or further handling of defective goods without prior notification of a complaint will result in the loss of all warranty claims.

§ 7 Intellectual Property and Confidentiality

1. The Seller retains all intellectual property rights to the packaging designs, cutting dies, and technological processes developed by the Seller.
2. Graphic materials, trademarks, and designs provided by the Buyer remain their property. The Buyer guarantees they have the rights to use them and is responsible for any infringement of third-party rights.
3. The Parties undertake to keep confidential commercial and technical information obtained in connection with the fulfillment of orders for a period of 3 years from the termination of cooperation.

§ 8 Retention of Title

1. The goods remain the property of the Seller until full payment of the price (including interest and additional costs).
2. The Buyer is obliged to inform the Seller of any actions taken by third parties concerning the goods subject to reservation of title.

§ 9 Limitation of Liability

1. Seller's liability is limited to the net value of the defective batch of goods, excluding lost profits, indirect and consequential damages.
2. The above limitation does not apply in cases of damage caused intentionally or due to gross negligence on the part of the Seller.
3. The Seller’s total liability under a single contract may not exceed [100%] of the net value of that contract.

§ 10 Force Majeure

1. The website is not responsible for the non-performance or delay in performance of obligations caused by force majeure (natural disasters, acts of war, strikes, power outages, decisions of public authorities, etc.).
2. The party affected by force majeure is obliged to immediately inform the other party in writing. If force majeure lasts longer than 3 days, each party has the right to withdraw from the agreement. In the event of loss of goods due to force majeure, the Seller shall not be liable for damages to the Buyer.

§ 11 Personal Data Protection

1. Personal data of persons representing the Buyer are processed by the Seller as the data controller for the purpose of performing the contract, based on art. 6 sec. 1 lit. b and f GDPR.
2. Detailed information on the processing of personal data is available in the Seller's Privacy Policy at: https://tek-pak.pl/polityka-prywatnosci/.

§ 12 Governing Law and Dispute Resolution

1. Agreements concluded under these GTC shall be governed by Polish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. Any disputes arising from agreements concluded on the basis of the GTC will be settled by the court competent for the Seller's registered office.
3. The parties undertake to attempt to resolve any dispute amicably before resorting to legal proceedings.

§ 13 Final Provisions

1. The invalidity or ineffectiveness of any of the Conditions of Sale shall not affect the validity of the remaining provisions.
2. The Seller reserves the right to amend the General Terms and Conditions of Sale. Any amendment shall take effect on the date the new version is published on the Seller’s website, unless the parties have agreed otherwise.
3. The current version of the OWS is available on the website: https://tek-pak.pl/ows and upon written request.

 

Tek-Pak Sp. z o.o. Sp. k. • 157 Zbylitowskich St., 33-113 Zgłobice • Tax ID (NIP): 9930663892 • https://tek-pak.pl/