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GENERAL COMMERCIAL TERMS & CONDITIONS (hereinafter: GCTC)

GENERAL COMMERCIAL TERMS & CONDITIONS (hereinafter: GCTC) Świat Lnu Sp. z o.o. with registered office in Kamienna Góra, Nadrzeczna 1a, registered in the Register of Entrepreneurs kept by the District Court for Wrocław Fabryczna in Wrocław, 9th Commercial Division of the National Court Register, under National Court Register (KRS) No. 0000037171, Tax Identification Number (NIP) 526-25-66-337 (hereinafter: ŚL).
  1. The General Commercial Terms & Conditions shall be applicable to all sales and deliveries of ŚL, with exclusion of sales to the benefit of consumers (a natural person buying goods or ordering a service not connected directly with their business or professional activity) and entrepreneurs being a natural person, concluding the Agreement that is directly connected with their business activity if it results from the content of this Agreement that it does not have professional character for them (resulting in particular from the subject of the run business activity communicated on the basis of the provisions relating to the Central Registration and Information on Business Activity). The persons determined in the preceding sentence – hereinafter referred to as ‘Entitled Persons’ – shall have the right to withdraw from a distance agreement or an agreement concluded outside the premises of the enterprise without determination of the reasons within 14 days on the terms & conditions determined in Appendix 1 to the GCTC. The Entitled Persons may for this purpose use the template of the representation provided as Appendix 2 to these GCTC.
  2. The GCTC shall constitute modification of the statutory warranty terms & conditions included in the Civil Code and shall have priority of application to all sale, delivery, commission, service and other similar agreements concluded by ŚL, unless otherwise stipulated by the mandatory rules of law or individual agreed contractual provisions.
  3. All information on products and services – in particular descriptions, technical and performance parameters, prices – found in the promotional folders, catalogues and on the website www.swiatlnu.pl shall not constitute an offer in the meaning of art. 66 of the Civil Code or art. 661 of the Civil Code but it shall be considered as an invitation to conclude an agreement in the meaning of art. 71 of the Civil Code, in accordance with the terms & conditions of these GCTC.
  4. The orders shall be accepted in written or oral form and shall become binding only upon their written confirmation by ŚL. All changes of the placed order shall require written form.
  5. In the case of manufacturing products and rendering services according to the standard presented by the Orderer / Recipient, or presented by ŚL, ŚL is obliged to make the reproduction as accurately as it is technically possible. In the execution of the contract small deviations from the standard and between production batches are allowed in the scope of the appearance, colour conditioned by technical and technological capabilities. Small deviations from the standard are not subject to complaint. It is not recommended to use (combine) different production batches / deliveries to fill one order of the product.
  6. Digital printing on fabrics made of natural fibres (mainly flaxen, hempen, cotton ones) is subject to the risk of occurrence of some faded print, i.e., small dots in the colour of the fabric background. It results from the nature of the raw material and is a natural phenomenon.
  7. Because of the technical and technological conditions of the fabrics and the printing process, ŚL allows for a slight difference in the dimensions and shapes of the pattern printed on the fabric in comparison to the graphic design, e.g. patterns containing vertical and horizontal lines, and also pattern elements forming a distinctive line, may be slightly uneven after the printout.
  8. The Customers should have the copyright or protective rights for the designs provided for manufacture. ŚL shall not be liable for any third-party claims on this account.
  9. Deviations in the field of the volume of delivery and technical specifications of the goods shall be acceptable in compliance with the generally accepted tolerance, i.e., +/- 5%.
  10. The place of performance of the Agreement shall be the premises of ŚL.
  11. Delivery of the goods may be performed through delivering them to the premises of the Customer or to the address indicated by the Customer. Delivery of the goods shall be performed at cost and risk of the Customer. Partial deliveries shall be acceptable.
  12. In case of a delay of ŚL in delivery, the Customer shall be entitled to exercise the statutorily vested rights only after agreeing upon an additional time limit for the delivery with ŚL.
  13. In case of occurrence of obstacles which do not result from a fault of ŚL, the time limit for the delivery shall be respectively extended, regardless of the fact whether they occur at the side of the Customer, the Recipient, ŚL or third parties.
  14. ŚL shall not be liable for a delay in performance or non-performance of the accepted obligations in the extent, to which it has been caused by operation of force majeure. Force majeure shall be understood as external events or a combination of events or circumstances, being beyond control of ŚL and unforeseeable (such as in particular: war, fire, epidemic, flood, transport blockades, social disasters or structure or building collapses, consequences of the acts of the legislative and the executive authority), or events, which ŚL is not culpable for, such as actions or omissions relating to subcontractors or a third party, by means of which ŚL performs its obligation (suppliers of raw materials, couriers, etc.).
  15. In case of occurrence of force majeure or the obstacles determined in point 10, ŚL shall immediately notify the other Party of the impossibility to perform its obligations, with determination of the anticipated duration time of the obstacle in performance of the obligations, and as far as possible shall agree upon taking of the potential measures in order to remedy the effects of operation of force majeure or non-culpable impossibility to perform the obligation with the other Party.
  16. In the circumstances determined in points 10-13 the Recipient shall not have the right to any damages from ŚL for the suffered losses, including lost profits.
  17. Independently of the provisions of point 14, in any other case the Customer and the Recipient may not pursue claims for damages, repair or replacement of the product or withdrawal from the Agreement due to delays in delivery caused by reasons not attributable to ŚL also in case when the losses have not occurred due to gross negligence or intentional action of ŚL.
  18. Damages on account of indirect losses in the form of lost profit shall be excluded.
  19. To the moment of payment of the full purchase price, the delivered product shall remain the property of ŚL. To the moment of complete payment of the due amounts, the Customer shall bear full risk of losing, loss, or deterioration of the condition of the product above normal wear and tear.
  20. In case of seizure of the products before the date when their ownership rights pass to the Customer (point 17) by third parties, the Customer/Recipient should inform on the fact that they constitute the property of ŚL and mark them accordingly as well as notify ŚL of the performed seizure immediately.
  21. The lodged complaint or improper performance of the order shall not suspend payment for the ordered goods / performed service.
  22. Payments to ŚL shall be payable in gross amount, in the currency, in which invoices and bills were issued, within the payment term determined by ŚL in order confirmation or otherwise indicated by ŚL when there are no separate written arrangements in this field. The payment term shall be calculated from the date of issuing of the invoice or bills.
  23. Paid advances shall not be subject to interest or indexation.
  24. Any bans on assignment as well as similar terms & conditions of the Customer shall not be applicable.
  25. In case of a delay in receipt of the product and/or service, ŚL shall have the right to issue an invoice for the amount of the value of the product and/or service as well as to store it at risk and cost of the Customer (0.1% of the gross invoice amount for each started calendar day) in the premises of ŚL or at cost and risk of the Customer in an entity authorised thereto. In case of a delay in receipt of the product and/or service, ŚL shall bear liability solely in case of a gross fault or deterioration of the condition of the subject of sale and/or delivery. In case when the loss of ŚL on account of a failure to pick up the product by the Recipient/Customer exceeds the reserved contractual penalty, ŚL shall remain entitled to pursue payment of a supplementary claim on general basis.
  26. The Customer/Recipient shall be obliged to check the product and/or service in terms of quantity as well as any potential apparent defects (external damages of the parcel) upon its receipt and in terms of quality (not applicable to defects that may be identified upon receipt) – within 7 days from the receipt date and any potential defects should be reported immediately within this time limit. The complaints shall require written form and provision of all documentation connected with the order, information on sales invoice number and Goods Dispatch Note number, presentation of evidence of existence of defects (including photo documentation), determination of the subject of the complaint, of the reason for the complaint as well as of the complaint claims to ŚL.
  27. In case of occurrence of a defect of the product and/or service due to reasons attributable to ŚL, ŚL shall have the right – at its own discretion – to eliminate the defect or to replace the product with a defect-free one. In case when elimination of the defect or repair may not be performed, ŚL reserves the right to withdraw from the Agreement. Several attempts of elimination of the defect, repair of the product or performance of a replacement delivery shall be acceptable.
  28. In case when ŚL grants guarantee for the products, the liability on this account – as well as on account of statutory warranty – shall not cover:
    1. losses occurring as a result of a failure to perform the required servicing,
    2. losses occurring as a result of normal wear and tear, excessive load, faulty maintenance,
    3. losses occurring as a result of operation of chemical, electric or electrolytic factors, impact of water, wind, and similar factors,
    4. losses occurring in the course of transportation,
    5. losses occurring due to other reasons not attributable to ŚL.
  29. Only the Customer may pursue the guarantee claims against ŚL.
  30. ŚL may grant guarantee for the products on separately agreed terms & conditions. The guarantee shall not exclude, shall not limit, and shall not suspend the entitlements of the Buyer resulting from provisions relating to statutory warranty for defects of a sold object (with consideration of modifications of the statutory warranty introduced by these GCTC).
  31. In case of unlawful withdrawal of the Customer from the Agreement, the Customer shall be obliged – at the discretion of ŚL (also in case of lack of fault or non-occurrence of a loss) – to pay lump-sum damages (contractual penalty) in the amount of 30% of the amount of the bill or invoice or agreed remuneration. In case when the loss of ŚL on account of withdrawal from the Agreement exceeds the reserved contractual penalty, ŚL shall remain entitled to pursue payment of a supplementary claim on general basis.
  32. ŚL may withdraw from the Agreement at any time, without any liability, if the circumstances occurring at the side of the Customer justify the assumption that they will not be able to perform their payment obligations under the Sale and/or Delivery Agreement and in particular in case of a delay in payment or court compound of the Customer with their creditors in order to pay their debt or in case of institution of the enforcement or bankruptcy proceedings. In case of occurrence of the circumstances determined in the preceding sentence, the Customer may – at the discretion of ŚL (also in case of lack of fault or non-occurrence of a loss) – be obliged to pay lump-sum damages (contractual penalty) in the amount of 30% of the amount of the bill or invoice or agreed remuneration. In case when the loss of ŚL on account of withdrawal from the Agreement exceeds the reserved contractual penalty, ŚL shall remain entitled to pursue payment of a supplementary claim on general basis.
  33. Through cooperation with ŚL, the Customer expresses consent to the use by ŚL of all data provided to it within the projects realised together, including to information of the potential customers on performance of the Agreement by ŚL to the benefit of the Customer without any restrictions as to the form of presentation and place of publication.
  34. The contractual relationship between ŚL and the Customer shall be subject to the Polish law. The Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Convention; CISG) shall be excluded.
  35. By addressing the order to ŚL, the Customer confirms that they have read the GCTC carefully and that they fully accept them.
  36. The Customer shall not have the right to assign their claims against ŚL.
  37. Invalidity of the individual provisions of the GCTC now or in the future shall not impair the validity of the other provisions. In such case, the Customer and ŚL shall replace the ineffective provision with another provision that is as close to achievement of the economic objective of the replaced provision as possible.
  38. ŚL allows for the possibility to conclude mutually accepted different commercial terms & conditions with the Customer.
  39. Written form shall remain reserved under the pain of nullity for the activities determined in the GCTC. It is being agreed that document or electronic form in the meaning of the provisions of the Civil Code, including sending of a registered mail or e-mail, provided that the recipient confirms receipt of the e-mail at least in return correspondence, shall be also considered as written form.
  40. Provisions of the Polish law and in particular provisions of the Civil Code (of 23 April 1964, Journal of Laws No. 16, item 93) shall be applicable to the issues not governed by the provisions determined above.
  41. Any disputes and claims connected with the sale or delivery or occurring on any other accounts shall be settled by competent common Polish courts having jurisdiction over the registered office of Świat Lnu Sp. z o.o.

SPECIFIC PROVISIONS RELATED TO SANCTIONS REGULATIONS ISSUED IN CONNECTION WITH THE WAR IN UKRAINE.

By placing the order, the Ordering Party shall be obliged to comply with the sanctions regulations issued by the United Nations, the European Union, Member States of the European Union and the European Economic Area, the United States of America and other countries in connection with the aggression of Russia and Belarus in Ukraine (hereinafter referred to as “sanctions regulations”) and, in particular, declares that:
  1. the Ordering Party is not subject to any sanctions regulations or other restrictive measures imposed under the sanctions regulations, and the sanctions regulations with respect to the Ordering Party as well as the subject matter of the transaction do not prohibit the transaction (hereinafter referred to as “Sanctioned Entity”);
  2. The Ordering Party is not directly or indirectly owned or controlled by legal or natural persons that are Sanctioned Entities.
  3. any goods or services to which it is entitled under its contract with ŚL will not be directly or indirectly available to the Sanctioned Entity or will not be used for the purpose of obtaining an advantage for the Sanctioned Entity to the extent that such action is prohibited under the Sanctions Regulations;
  4. The Ordering Party shall promptly inform ŚL of changes in the coverage of the Ordering Party or the Ordering Party’s actual beneficiary by the measures referred to above.
  5. Violation of the sanctions regulations will result in the Ordering Party’s liability to ŚL for any damages, and, moreover, may result in the suspension of performance and, further, if the restriction lasts for more than a month, the cancellation of the order performance (regardless of its stage of performance) and without any liability of ŚL.
  6. ŚL may withhold from the amounts already paid by the Ordering Party an amount equivalent to the costs it incurred in connection with an order that was not completed as a result of the restrictions, including the cost of storage of the finished goods.
  7. Non-performance or improper performance of ŚL obligations, including non-performance of a service or failure to deliver an order on time, shall not be considered a breach of the cooperation of the Parties if it is caused by prohibitions or restrictions imposed under sanctions regulations of an international or national nature.
Appendices:
  1. Provisions Connected with Entitlement of the Entitled Persons to Withdraw from a Distance Agreement or an Agreement Concluded Outside the Premises of the Enterprise (point 1 of the GCTC);
  2. Template of the Representation for the Persons Entitled to Withdraw from a Distance Agreement or from an Agreement Concluded Outside the Office of the Enterprise.

The GCTC were approved by the Management Board of Świat Lnu Sp. z o.o. on 1st June 2023.