GENERAL TERMS AND CONDITIONS OF DELIVERY

§1. General provisions

1. The Supplier within the meaning of these General Terms and Conditions of Delivery is KARTEK spółka z ograniczoną odpowiedzialnością, with its registered office at Białka 601, 34-220 Maków Podhalański, entered into the Register of Entrepreneurs of the National Court Register under KRS number 0000975441, NIP 5520002723, REGON 070482473 (hereinafter: the “Supplier”).
2. The Recipient within the meaning of these General Terms and Conditions of Delivery is any entity conducting business activity that concludes a sales or delivery agreement with the Supplier in connection with its business activity.
3. These General Terms and Conditions of Delivery define the rules of sale and delivery of products by the Supplier to the Recipients.
4. The General Terms and Conditions of Delivery constitute an integral part of every sales or delivery agreement concluded by the Supplier, unless the Parties expressly agree otherwise in writing or in documentary form.
5. The Recipient’s general purchase terms, regulations or other contractual templates shall not apply, even if the Supplier has not objected to them, unless the Supplier expressly accepts them in writing.
6. These General Terms and Conditions of Delivery also apply to Recipients with registered offices outside the territory of the Republic of Poland.

§2. Subject of delivery

1. The subject of delivery are products manufactured or offered by the Supplier, in particular cardboard packaging, in accordance with the offer, order and agreed technical specification.
2. Products are manufactured based on parameters, designs, drawings and guidelines provided or approved by the Recipient.

§3. Storage conditions of products

1. The Recipient is obliged to store the products in a manner protecting them against moisture, dirt, staining and damage.
2. Products should be stored on pallets, in a horizontal position, in a stable manner and secured against shifting.
3. Storage temperature: 10–25°C, in dry and ventilated rooms, preferably not below ground level, at least 1 m away from heating devices, ensuring protection against drying, deformation and loss of functional properties.
4. Relative humidity in the warehouse: 45–65%.
5. Storage rooms should be dry, ventilated, covered and free from foreign odors, and should have dry, dust-free floors.
6. The Supplier shall not be liable for deterioration of product quality resulting from improper storage or use by the Recipient.
7. Pallets should be opened only immediately before use; after opening, products must be protected against moisture, dirt and deformation, in particular by covering and appropriate weighting, if justified by the type of product.
8. After opening bulk packaging or pallet protection, the Recipient should use the products as soon as possible, taking into account their purpose and the storage conditions specified in this section.
9. Stacking of originally secured pallets is allowed only after prior agreement with the Supplier’s Customer Service Department.

§4. Delivery conditions

1. The delivery date is determined each time by the Supplier in the offer, order confirmation or in another manner agreed by the Parties in writing or in documentary form.
2. If delivery by the Supplier is delayed, limited or temporarily impossible due to reasons beyond its control, in particular due to war, military actions, threat of war, terrorist attacks, sabotage, riots, blockades, strikes, lockouts, fire, flood, natural disasters, epidemics, pandemics, decisions or restrictions introduced by public authorities, interruptions or limitations in the supply of energy, gas, fuels, raw materials, materials or components, supply chain disruptions, transport disruptions, failures of machines, equipment, installations, IT systems or telecommunications networks, as well as other force majeure events, the delivery date shall be extended accordingly by the duration of such obstacle and the time necessary to resume delivery.
3. In the event of the above circumstances, the Supplier shall inform the Recipient of their occurrence and the expected impact on the delivery date, if possible under the circumstances.
4. During the period of such circumstances, the Supplier shall not be in delay, and the Recipient shall not be entitled to any claims for damages, the right to withdraw from the contract or to cancel the order, unless the Parties expressly agree otherwise in writing or in documentary form.
5. The Recipient is obliged to accept the delivery no later than within 3 business days from the date indicated by the Supplier, unless otherwise agreed.
6. If the products are not collected for more than 7 days, the Supplier may charge the Recipient for storage costs.
7. A quantity tolerance of ±10% is allowed. The invoiced quantity is the actual delivered quantity.
8. The risk of accidental loss or damage to the products passes to the Recipient upon handing over the products to the carrier or upon unloading at the place of delivery, in accordance with the Parties’ arrangements.

§5. Pallets

1. Pallets used for delivery remain the property of the Supplier and are subject to return, unless otherwise agreed by the Parties.
2. Pallets should be returned within 60 days from the delivery date.
3. Pallets must be returned in a condition not worse than resulting from normal wear and tear.
4. In the absence of return, the Recipient may be charged their equivalent value.
5. Returnable pallets must be sorted by type and size: industrial pallets and EPAL pallets, in sizes 1200 × 800 and 1200 × 1000.
6. Industrial pallets should be stacked in columns of 25 pieces, interlocked.
7. EPAL pallets should be stacked in columns of 16 pieces, one on top of another.
8. Unsorted pallets or pallets stacked contrary to the above rules will not be collected.
9. If pallets are not returned within the specified period, the Supplier is entitled to charge the Recipient the value of unreturned pallets according to prices valid at the Supplier on the date of issuing the settlement document. Changes in authorized representatives, employees or responsible persons on the Recipient’s side do not affect the obligation to return pallets or to pay for them.

§6. Prices and payments

1. Prices of products are specified in the Supplier’s offer.
2. The payment term is 14 days from the invoice date, unless otherwise agreed by the Parties.
3. Statutory interest for delay in commercial transactions shall be charged for late payments, if applicable.
4. The Supplier has the right to suspend the execution of further orders in the event of payment arrears of the Recipient.
5. If, after submitting the offer or concluding the contract, circumstances arise resulting in a significant increase in the costs of order execution, in particular costs of raw materials, transport, energy or labor, the Parties allow the possibility of an appropriate price adjustment by agreement.
6. If the Recipient does not place an order or confirm acceptance of the offer within 30 days from its receipt, the Supplier may change the price indicated in the offer or set a new validity period.
7. In the event of delay in payment of any amounts due to the Supplier, the Supplier may condition further order execution on prepayment, provision of payment security or settlement of all outstanding amounts.

§7. Retention of title

1. The Supplier reserves ownership of delivered products until full payment of the price for a given delivery, together with due interest and other incidental costs, if any.
2. Until ownership is transferred, the Recipient is obliged to store the products in a manner enabling their identification as the Supplier’s property and not to consent to their sale, encumbrance, pledge or transfer of possession to third parties without prior written consent of the Supplier.
3. In the event of delay in payment, the Supplier is entitled to demand the return of products covered by the retention of title without the need to set an additional payment deadline.
4. Retention of title does not exclude the Supplier’s right to claim payment of the price or other claims arising from the contract or these General Terms and Conditions of Delivery.

§8. Complaints

1. The Recipient is obliged to inspect the products immediately upon receipt.
2. Complaints regarding visible defects must be submitted within 3 business days from receipt.
3. Complaints regarding hidden defects must be submitted within 7 business days from their discovery, but no later than 30 days from delivery.
4. Failure to meet these deadlines results in loss of complaint rights.
5. Products manufactured in accordance with the Recipient’s approved design and specification are not subject to complaints.
6. Complaints regarding mechanical damage or quantity shortages discovered upon receipt will be considered only if reported at the time of receipt and noted on the delivery document, confirmed if possible by the carrier or the person issuing the goods.
7. The complaint should be submitted in writing or in documentary form and include at least: description of the defect, photos or samples of defective products, and data enabling identification of the delivery, in particular packaging name, WZ number, delivery date and order number.

§9. Liability

1. The Supplier’s liability is limited to actual damages and to the net value of the given delivery.
2. The Supplier shall not be liable for lost profits, indirect damages or downtime.
3. The Supplier is not responsible for defects resulting from designs, guidelines or improper use of the products by the Recipient.
4. The Supplier shall not be liable for consequences of delay, non-performance or improper performance of the contract resulting from circumstances referred to in §4 sections 2–4.

§10. Other technical and organizational requirements

1. The stated cardboard quality values are required values, with an acceptable test tolerance of ±5% relative to the required values.
2. Permissible shift of graphic elements relative to creasing or cutting lines is ±2 mm.
3. Permissible shift of creasing in cardboard and deviation of packaging dimensions is ±2 mm.
4. Preparation costs, including in particular die-cutting tools or polymer costs, are borne by the Recipient unless otherwise agreed.
5. Preparation fees are non-refundable in case of order cancellation by the Recipient.
6. If the Recipient does not order a given type of packaging within 18 months from the last production date, the Supplier is entitled to dispose of the tools used for its production.
7. The Supplier is not obliged to notify the Recipient in advance about the intention to dispose of the tools unless otherwise agreed.
8. Unless expressly agreed otherwise in writing or in documentary form, packaging is not intended for direct contact with food.
9. In case of quantity shortages of packaging or pallets discovered upon receipt, the Recipient should immediately report this fact to the Supplier and include an appropriate note on the delivery document.

§11. Governing law, jurisdiction and language

1. The law applicable to these General Terms and Conditions of Delivery and agreements concluded on their basis is Polish law.
2. All disputes arising from these General Terms and Conditions of Delivery or agreements concluded on their basis shall be resolved by the court having jurisdiction over the Supplier’s registered office.
3. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
4. The Polish language version of these General Terms and Conditions of Delivery is binding