ALL GENERAL CONTRACT, DELIVERY AND PAYMENT TERMS.
1 Scope.
1.1 The following terms and conditions of delivery and payment shall apply to all contractors.
If a separate written contract has been concluded with the other party, the provisions of the GTC shall apply to the extent that they are not covered by the contract.
2 Acceptance Of The Order.
2.1 Orders shall only be accepted in writing and shall be valid upon written confirmation of the order by the Contractor. Oral agreements shall always require written confirmation.
2.2 Purchase orders must be signed by a person authorized to represent the Customer.
2.3 If, after acceptance of an order, facts become known which call into question the creditworthiness of the Customer, the Contractor shall be entitled to demand advance payment or appropriate securities - if this is refused, the Contractor shall withdraw from the performance of the order.
2.4 Costs arising from subsequent changes made by the Customer to the accepted order, including the resulting machine downtime, shall be charged to the Customer. Subsequent changes shall also be deemed to be repetitions of corrective deductions.
3 Drafts, Proofs, Files, Punching And Their Costs.
3.1 The printing materials shall be prepared and supplied in the manner binding on the Contractor, as described in the document "Preparation of Printing Materials". The preparation of materials for printing that do not conform to the above specifications üshall be subject to the following conditions with additional charges at the current hourly rate of a graphic artist.
3.2 Materials and data carriers collected by the Contractor and used in the production of the goods ordered shall remain the property of the Contractor and may be returned to the Contractor only at the written request of the Client made at the time the order is placed or within 7 days of shipment.
3.3 The designs created by the Contractor and the files processed for printing shall remain our property and may not be made accessible to third parties without our consent. The designs are subject to legal protection.
3.4 The files processed for printing are usually stored for 3 months from the last delivery. After this period they can be destroyed. However, there is no obligation to archive the files and inform the client üabout their destruction.
3.5 After the execution of the order, the Contractor shall not be liable for the materials referred to in item 3.2. that are not collected by the Client within 7 days after receipt from the Client.
3.6 Production shall be carried out on the basis of the data specified in the order of the Client. The Contractor is not obligated to assess their accuracy and appropriateness. If proofs are required, the costs for their preparation shall be invoiced.
3.7 When printing entrusted materials, the Contractor shall not be liable for the degree of their usability or for any defects or damage that may occur during printing. In such a case, however, the Contractor undertakes to stop printing immediately and inform the Client that it is not possible to print according to the previously agreed method.
3.8 After the production of the products according to the supplied designs and materials, the Client shall bear full responsibility for checking whether this does not infringe the rights of third parties. The Client undertakes to indemnify any claims for damages by third parties due to infringement of their rights.
3.9 If claims for damages are asserted by third parties in connection with the use of materials entrusted by the Client to the Contractor for the execution of the order, the Client undertakes to take the place of the Contractor in claims for damages with these third parties and to settle their justified claims.
3.10 The Customer agrees to use the products manufactured by the Contractor in information and advertising materials and as samples of the Contractor's technical capabilities.
3.11. With the Contractor's consent, the Contractor may make its logo visible on the manufactured product.
3.12. The Client is obliged to check proofs for printing errors and other defects. The Contractor shall not be liable for errors overlooked by the Client. Changes communicated by telephone shall require written confirmation. The Contractor shall not be liable for deviations from the colors requested by the Client if the Client does not provide the Contractor with a color master, i.e. cromalin or another reliable printout (digital proof or printout from a calibrated digital printer), together with written approval.
3.13. In the case of a repeat order for the printing of the same work, a second submission of the color sample is required. Due to the variety of media used, the Contractor may require the resubmission of a written acceptance of the color proof.
3.14. Die-cut parts are an integral part of the production cost and shall remain the property of Emerald Ltd.
4 Deadline For Receipt Of Goods Or Shipment, Non-delivery.
4.1 The lead time of the order shall begin with the written order confirmation of the Customer and with the delivery of the required, properly prepared materials.
4.2 The time limit for receipt of goods or shipment shall be specified in the accepted order. The time limit for receipt of goods or shipment shall be extended by the time of the Customer's delay in fulfilling its obligations or if the Customer changes the scope of the order.
4.3 The period for acceptance of the goods or delivery shall be extended in the event of circumstances for which the Contractor is not responsible, in particular force majeure, which occur after acceptance of the order, insofar as they have a significant influence on the performance, even if they occur at our suppliers. The Contractor shall inform the Customer immediately of the occurrence and termination of such circumstances. The Customer may request the Contractor to declare whether it wishes to withdraw from the order or to complete it within a certain period. The Contractor shall not be liable for any damage caused by the above circumstances.
5 Shipping And Risk Transfer
5.1 The Contractor shall ship the goods and insure them for transport only upon express written order and at the expense of the Customer.
5.2 If the shipment of the goods is delayed at the request of or due to the fault of the customer, the goods shall also be stored at the expense and risk of the customer. In this case, notification of readiness for shipment shall be deemed equivalent to shipment.
5.3 The risk of accidental loss of the goods shall pass to the Customer upon transfer of the goods to the carrier or freight forwarder.
5.4 The Contractor shall not be liable for failure to meet the delivery date if this is due to circumstances on the part of the freight carrier.
6 Prices - Payment.
6.1 The agreed price is exclusive of design costs, file corrections, postage, non-standard packaging, cutting and VAT.
6.2 In the event of late payment, the Contractor shall charge the statutory interest.
6.3 If the Customer is in default with the payment of an earlier order or with the payment of an agreed advance, the Contractor may withhold or discontinue the order or refuse to release the goods.
7 Claims For Defects And Quality, Warranty
7.1 The Contractor shall inspect the received goods for quantity, defects, quality and warranted characteristics immediately upon receipt. Defects shall be objected to
on the next working day by written notification to the Contractor. Notices will be accepted up to 14 working days after delivery of the goods.
7.2 The Customer shall make the rejected goods available to a representative of the Contractor for the purpose of determining the defect.
7.3 In the event of acknowledged complaints, the Contractor may, at its option, reduce the price or deliver defect-free goods.
7.4 Upon receipt of a damaged consignment, the Customer is obliged to provide a damage protocol signed by the freight carrier. The absence of the protocol deprives the customer of the right to make a claim on this ground.
7.5 The absence of a part of the delivered goods does not entitle the customer to complain about the entire delivery.
7.6 In all printing processes, minor deviations from the color sample approved by the Customer shall not be objectionable. The same applies to the comparison of proofs with the print run.
7.7 All color complaints shall be checked on the basis of the color samples approved in writing by the Client and authorized for printing. The approval for printing shall be confirmed by the Contractor by an appropriate permanent marking - stamp or signature on the color sample. If the materials have been returned at the express request of the customer, the customer is obliged to return the color samples.
and a complaint will be examined on this basis.
7.8 We shall not be liable for the degree of suitability of any materials provided to the Contractor for printing.
8 General Limitation Of Liability
8.1 The Client shall be liable if the rights of third parties are infringed by the execution of its order. The Client undertakes to indemnify all claims of third parties due to such infringements.
8.2 We shall not be liable for defective deliveries or services of third party companies, unless a breach of the duty of care in the selection of the contractors is proven.
8.3 The Contractor's liability for damages shall in any case be limited to the value of the order in the performance of which the Contractor caused damage to the Client. The compensation for any delay caused by the Contractor shall not exceed 10% of the value of the order not executed in due time.
9 Place Of Performance, Competent Court And Applicable Law.
9.1 The place of performance for delivery and payment shall be the Contractor's registered office. The exclusive place of jurisdiction for all disputes arising between the parties shall be the District Court in Gliwice or the Regional Court in Gliwice.
9.1 The place of performance for delivery and payment shall be the Contractor's registered office. The exclusive place of jurisdiction for all disputes arising between the parties shall be the District Court in Gliwice or the Regional Court in Gliwice.
9.2 Polish law shall apply to contracts concluded in accordance with these General Terms and Conditions.