GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF BECH PACKAGING SP. Z O.O.

1. GENERAL PROVISIONS

These “General Terms and Conditions of Sale and Delivery of Bech Packaging”, hereinafter referred to as (GTCSD), shall apply to transactions concluded between Bech Packaging sp. z o.o. (hereinafter referred to as: the Supplier, Bech Packaging) and the Purchaser – a legal entity, a natural person, an organisational entity running business activities, whose subject is sale of goods being the object of the Supplier’s commercial activities.
For manufacturing products the Supplier uses only raw materials originating from renowned manufacturers, and delivers them with adhering to any and all quality norms and standards applicable at the plant of Bech Packaging and exercising utmost care in the manufacturing process.–

GTCSD shall apply and form an integral part of the first order placed by the Purchaser and shall apply throughout the entire period of commercial cooperation, as well as offers made by the Supplier, orders, their confirmations and any other documents directly related to the sale or deliveries performed by the Supplier, unless the Parties agree upon otherwise in writing.
GTCSD shall apply and form an integral part of individual contracts on sale of goods and performing services entered into between the Supplier and Purchasers. If there are any discrepancies between the contents of GTCSD and a contract entered into by the Parties, the provisions of the contract shall apply.
GTCSD form a uniform and cohesive document, hence it is not possible to amend or exclude particular provisions unilaterally, unless the Parties agree upon otherwise in writing.
Where the Purchaser concurrently applies general commercial conditions, the provisions set out therein shall be binding to the Supplier, irrespective of the circumstances in which they acquainted themselves therewith, unless the Supplier confirms expressly in writing that they are bound by the Purchaser’s model contract.

2. OFFER, ORDER CONFIRMATION, ENTERING INTO A CONTRACT

Catalogues, folders, price lists and other advertisements on goods offered by the Supplier are only of informational nature and do not constitute an offer within the meaning of the Civil Code. The information contained therein is only for illustrative purposes and cannot be the basis for making any claims on this account.
A contract is entered into when the Purchaser places a written order and the order is accepted by the Supplier. Orders are sent by electronic mail or fax.
Typically accepted means of communication between the Supplier and the Purchaser are understood as traditional mail, electronical mail, phone and fax. Any agreements, differences between the contents of an order and its confirmation, while entering into a contract and subsequently to its conclusion require to be made in writing to be valid.
An order placed by the Purchaser shall include, as a minimum, the following data: a) a product catalogue number b) colour patterns; c) quantity; e) raw material and f) a registered seat address, a full name with an entry into the register of entrepreneurs, a NIP number.
The Supplier, within two business days as of receiving an order, shall send a written order confirmation by electronic mail or fax confirming the following elements thereof: a) information on an ordered product reference number b) a colour; c) quantity of a product ordered; d) a price; e) a forecast order completion date f) a completion date and payment manner; g) a date and place of the receipt of goods; h) a place and manner of sending an VAT invoice; i) additional notes related to transport;
Each accepted order shall require a written confirmation to be performed by the Supplier. Placement of an order is not binding on the Supplier if it is not confirmed by them as shown above, whereas the lack of their reply shall not be understood as tacit acceptance of the order. Where the Supplier accepts the order with reservations, the Purchaser is bound with the contents of such reservations, unless they do not present promptly their potential remarks, however not later than within 2 (two) business days as of receipt of the confirmation. Failure to notify such remarks shall be deemed as placing a new order, whereas the provisions of the preceding sentences shall apply accordingly.

3. PRICES, PAYMENT TERMS, DEFAULT IN PAYMENT

The Purchaser shall pay for the goods the price specified by the Supplier in a VAT invoice in accordance with the approved payments terms, to the Supplier’s bank account, each time specified in an invoice.
If the sale price is determined in a currency different than PLN, then fluctuations between currency exchange rates on the day the Supplier confirms an order and on the payment day, entitle Bech Packaging to adjust the sale price in such a manner that where the PLN currency gains against the contract currency the price of a product shall be increased accordingly to the change of price currency exchange rates for the goods.
In the case of determining prices and potential further change of base costs of manufacturing or performing a service – Bech Packaging is entitled to adjust such prices accordingly to how the amount of costs changes. Such adjustment may only be made where market prices of raw materials used for manufacturing change or another documented event occurs, that is not possible to be foreseen on the day an order is confirmed and materially affecting the cost of its performance.
In the case where the Parties in their determinations have not indicated where given rates or prices are net or gross rates, it shall always be understood that they are net rates to which a tax shall be added (in particular VAT) in an amount applicable at a given time.
The Supplier, if there are reasonable grounds for assuming, both prior to and during the order execution, that the Purchaser does not meet their payment obligations, or the information is obtained on the Purchaser’s deteriorating financial status, both prior to and during execution of the order, is entitled to demand, with immediate effect, to be paid the entire amount due for the delivered goods or goods that are ready to be delivered, and in the case where the execution of the order has not been commenced, the Supplier reserves themselves the right to set a new delivery date based on the crediting date to a bank account to which the entire or part of the payment has been made, or withdraw from the contract.
If the Purchaser, contrary to the rules of cooperation and in a gross manner, does not meet their obligations towards the Supplier in a period lasting longer than three months as of the determined time limit for meeting their obligations, The Supplier has the right to withdraw from their contract in writing without giving any prior notices to the Purchaser.
The day on which the payment is made shall the day on which a given amount is credited to the Supplier’s bank account.
Should there be any default in making timely payments, the Supplier shall be entitled to demand that the Purchaser should pay statutory interest.
A delay in making payments for more than 13 days shall entitle the Supplier to withhold from performing the Purchaser’s further orders until overdue payments are settled.
Notification of potential reservations, remarks or complaints by the Purchaser and their handling do not stop the run of the payment time limit.
Colour tests, at the Purchaser’s request, are performed free of charge, however, in the case where carried out tests show positive results, the Purchaser withdraws from their intention to place an order or within 6 months as of their completion, due to reasons attributable to the Purchaser shall not be further implemented to manufacturing, the Supplier is entitled to charge the Supplier with the costs incurred for its performance by issuing a VAT invoice.

4. CANCELLATION, AMENDMENT AND PEFORMANCE OF AN ORDER

An order may be amended or cancelled in full or part only if the Supplier expresses their approval in writing. The Purchaser, in such a case, shall be obliged to cover potential, additional costs that may occur as a result of any amendment.
The lack of approval, which is referred to in item above, is tantamount to the obligation to perform contractual obligations by each of the parties under previously concluded contracts.
Where an amendment or cancellation of an order results in additional costs on the Supplier’s part, they shall be entitled, irrespective of the conditions confirmed in the order, to issue a VAT invoice for covering the full amount of incurred expenses in connection with Paragraph 1 Subparagraph 4.
An order shall be executed under a written order and order confirmation. The Supplier undertakes to manufacture and deliver the product in a timely manner.
Should there a delay in order execution on the Supplier’s part occur, the order execution time limit shall be extended by a period in which an obstacle or a reason for the delay persists, and the Supplier at the same time promptly informs the Purchaser on its occurrence and a new estimated date for order completion.

5. DELIVERY TERMS

Delivery terms set out in an order confirmation shall be construed in accordance with INCOTERMS 2015 currently in force, with taking into account the provisions of GTCSD.
Transfer of risk. In the case where the goods are delivered by an independent Carrier, the responsibility for the goods shall pass onto the Purchaser the moment the goods are handed over to the Carrier by the Supplier.
Where the goods are delivered through the Carrier indicated by the Supplier, the Supplier acknowledges that the risk and danger of accidental loss of or damage to the items shall pass onto the Purchaser once the goods have been handed over. If the goods are not collected within a time limit determined by the Parties, the risk of accidental loss of or damage to these objects shall pass onto the Purchaser at the time the goods shall be collected in line with the agreement.
Damage to the goods shall not release the Purchaser from their obligation to pay for the goods and shall not entitle them to demand that the goods be delivered free of defects or damages paid.
Events caused by force majeure shall entitle the Supplier to extend the delivery time by a period in which the obstacle persists. Force majeure is deemed to be, among others, social unrest, natural disasters and other natural phenomena, including volcanic eruptions, strikes, lockouts,ordinances or announcements of public authorities, legal acts etc., which despite exercising due diligence hamper or completely prevent timely delivery. If the Supplier has not started performing an order yet, prolonged occurrence of force majeure entitles the Parties to withdraw from part or the entire contract.
If the delivery is delayed due to the Purchaser’s fault or at their request, the Supplier reserves themselves right to charge storage, warehousing and forwarding costs from the Purchaser and all costs that are created in respect of the above.
The Purchaser is not entitled to demand any damages due to occurrence of delays in deliveries due to reasons that are referred to in paragraphs hereinabove.

6. INCREASED / DECREASED DELIVERIES

The Supplier is entitled to deliver ± 10% of the amount resulting from the Purchaser’s approved order. In the above case the invoice shall be issued accordingly for the actual amount of the goods delivered to the Purchaser.
The quantity of delivered products is declared on the basis of the nominal weight of a given product, specified in a current technical specification by the Supplier, who is subjectively convinced of its correctness. Potential differences between the declared quantity of a product and the amount actually delivered, resulting from a weight tolerance of a given product, shall not be treated as improper performance of their obligation.

7. QUALITY AND COMPLAINTS

At the plant of Bech Packaging manufacturing and acceptance of the product are carried as part of an operating and certified of the Quality Management System under ISO 9001.
Upon reception of the goods the Purchaser shall perform initial quantity and quality checks of the goods and shall promptly thereafter make a relevant annotation on a waybill or other handover document, and should any reservations occur, the Purchaser shall additionally and promptly report it to the carrier (in line with relevant transport laws) and the Supplier.
The Purchaser shall immediately, however not later than within 3 (three) days as of the delivery date of the goods, test the product in detail in respect of its quantity. The Purchaser shall immediately, however not later than within 14 (fourteen) days as of the delivery date, test the product in detail in respect of its quality.
The Purchaser is obliged under the pain of loosing the right to pursue any claims due to defective goods or inconsistency of a delivery with an order or its order or order confirmation to notify the Purchaser in writing on detected irregularities immediately prior to their detection – in respect of quantity shortages within a time limit of up to 3 working days, and in respect of quality defects within 14 days as of delivering the goods.
If during confectioning of the goods it is found out that it has material hidden defects The Purchaser is obliged to protect defective goods, refrain from taking any action by themselves and store the goods until the Supplier initiates a complaint handling procedure.
Failure to meet the time limits described above may result in termination of the Purchaser’s warranty claims in respect of quality and quantity. It shall not exclude the provisions related to a warranty for the goods.
In a notification which is referred to in Paragraph 5 Subparagraph 7. The Purchaser is obliged to present fully the object of their complaint – the description of a defect and/or a consequence of incompliance along with a claim against the Supplier and sending necessary data for acceptance of the complaint:
– a sale document number for a faulty batch,
– description of a defect
– samples of defective products,
– identification of the batch covered by a complaint with the indication of a number of defective products.
The Purchaser, at any time, has the obligation to provide the Supplier with samples of the product subject to a complaint, necessary to perform expert tests, and to provide for to inspect it on site by the Supplier’s employees.
If during a complaint handling procedure the Supplier determines that the goods are defective, the Purchaser shall be entitled to:
– have the goods replaced with new ones at the Supplier’s expense or
– have the price of the goods reduced,
The initiation of a complaint handling procedure shall not entitle the Purchaser to withhold payment on the account of a complaint, warranty claims or other claims, irrespective of their nature.
The Supplier’s liability due to any defects or shortcomings in goods that are referred to in the above paragraphs is only limited to the obligations described in these GTCSD.

8. WARRANTIES

Quality warranty for any given goods is granted for 12 (twelve) months starting from the date a VAT invoice is issued, unless the parties agree otherwise.
The warranty is granted exclusively when proper conditions for product storage, which is referred to below, are met.
Storage. In respect of storage mentioned above and lasting over 24 hours the Purchaser shall provide for storing finished products in well-ventilated rooms where temperature ranges from +10 to +25°C, with the relative air humidity between 30 and 70%; The goods must be protected against water (rain, condensation, leaks) and too high direct sun radiation and heat sources.
The Supplier does not grant any other explicit or implied guaranties and warranties related to the products, including, among others, any implied warranties of commercial usability, and fitness for a specific purpose or lack of breach of third party rights. A warranty claim in respect of the product may only be filed by the Purchaser, and not their customers or further recipients of the product.

9. SCOPE OF LIABILITY

The Supplier’s liability for failing to perform or improperly perform their obligation resulting from a sale contract entered into with the Purchaser, including, in particular, any losses resulting from a delivery of defective products, is limited to the amount being equal to a price due from the Purchaser, unless the Supplier has done harm intentionally.
Any liability of the Supplier related to entering into a contract or performing the sale of goods, irrespective of its title or grounds, does not cover rectifying losses pertaining to expected benefits, lost profit, manufacturing losses, loss of market reputation etc.

10. RIGHT OF OWNERSHIP. INTELLECTUAL PROPERTY

All designs, drawings and models along with manufacturing moulds and required instrumentation etc. are the Supplier’s exclusive property, including all intellectual property rights.
All standard products offered by the Supplier are their intellectual property. If it occurs in the course of using the goods that it results in a breach of intellectual property rights held by third parties, Bech Packaging shall neither be liable for legal defects of goods delivered nor participate in dispute proceedings. The moment the goods are handed over the risk and obligation to check whether intellectual property rights might be breached shall rest with the Purchaser.

11. FINAL PROVISIONS. GOVERNING LAW.
SETTLEMENT OF DISPUTES.

The Polish laws shall govern contracts entered into between the Parties.
All disputes that may arise between the Parties shall be first settled amicably.
All matters submitted to court for adjudication that may result from contracts entered into under orders placed by Purchasers and accepted by the Supplier, shall be settled by Polish general courts having their jurisdiction over the Supplier’s registered seat.
The Supplier reserves themselves the right to amend the General Terms and Conditions for Sale and Delivery. Amendments hereto shall be binding on the other party as of the time they are delivered to the party in a typical manner adopted by the parties in their commercial dealings, so that the party is able to acquaint themselves therewith. This condition is deemed to be met by the Parties when updated GTCSD are posted on the Supplier’s website.
All matters not stipulated in these General Conditions for Sale and Delivery shall be subject to relevant generally applicable legal provisions, in particular the provisions of the Civil Code.