General terms and conditions
2. General comments
- Fach-Pak means the Fach-Pak Sp. z o.o. company, responsible for maintaining the www.fach-pak.com website, as well as its affiliates, including Fach-Pak Sławomir Budrewicz, and Fach-Pak Sp. z o.o. Sp. K., with its registered office in Słupsk (76-200) under the following address: ul. A. Grottgera 16C
- The Buyer means a natural person or a legal entity placing an order for a Product included in FACH-PAK's product portfolio;
- GTCSD means the hereby General Terms and Conditions of Sales and Deliveries;
- A Product means any goods and services offered by Fach-Pak and purchased from Fach-Pak by the Buyer;
- A Defect means a Material Defect and a Non-Material Defect;
- A Material Defect means non-compliance of the Product with an order submitted by the Buyer and accepted by Fach-Pak or with the hereby GTCSD, which prevents the use of the Product;
- A Non-Material Defect means non-compliance of the Product with an order submitted by the Buyer and accepted by Fach-Pak or with the hereby GTCSD that does not constitute a Material Defect;
- An Order means an order for a Product offered by Fach-Pak and placed with Fach-Pak by the Buyer;
3. Buyer's representations and warranties
- The hereby GTCSD are made available free of charge through Fach-Pak and its web services to allow Buyers to familiarise themselves with their content before entering into a contract with Fach-Pak. The GTCSD can either be printed directly from the website or downloaded as a PDF file for easy storage and printing.
- Fach-Pak's website is available at www.fach-pak.pl.
- The administrator of and entity responsible for the content of the www.fach-pak.pl website (and other websites managed by Fach-Pak) is Fach-Pak Sp. z o.o.
- You can contact Fach-Pak via e-mail: [·], phone: [·], and by post under the following address: [·].
- The hereby GTCSD apply to all FACH-PAK services and deliveries ordered through electronic means, via the Internet, or any other means.
- The GTCSD constitute an integral part of the Order placed by the Buyer and shall be valid throughout the duration of commercial cooperation, subject to their possible amendment.
- By placing an order, the Buyer or a person authorised to act on its behalf, certifies that it knows and accepts the General Terms and Conditions of Sales and Deliveries. Compliance with the above condition is a prerequisite for establishing business cooperation.
4. Purchasing a Product
- The Buyer represents and warrants that it has all the necessary authorisations and powers to enter into and execute the hereby Contract and has taken all actions, required by law, corporate documents, and company authorities to effectively purchase Products from Fach-Pak and execute the transaction.
- The Buyer represents and warrants that it may undertake the obligations provided for hereunder and doing so shall not constitute a violation of any law or any obligation of the Buyer, and in particular, shall not cause harm to the Buyer's creditors.
- By placing an order the Buyer agrees to have its name and logo placed on the Fach-Pak customer list and the Fach-Pak website. The licence fee for the use of the Buyer's logo shall be included in the product price.
5. Title to the goods
- To purchase a Product, the Buyer shall place and Order and submit it to Fach-Pak.
- In the Order, the Buyer indicates the following:
- the ordered Product;
- Product quantity;
- Place of Delivery;
- the suggested delivery date; and
- other information agreed upon with Fach-Pak.
- In the Order, the Buyer may propose to Fach-Pak other conditions or a range of services expanding beyond those indicated by Fach-Pak in the offer or other materials and information issued by Fach-Pak to encourage prospective Buyers to conclude transactions. Fach-Pak shall have no obligation to accept such altered terms and conditions and may reject the Order, and the Buyer shall have no rights or claims against Fach-Pak in this regard.
- Fach-Pak may accept or reject the Order at its sole discretion, and Buyer shall have no rights or claims against Fach-Pak in this regard.
- Fach-Pak's rejection of an Order submitted by the Buyer shall not result in a contract being concluded by and between the Parties and the Buyer shall have no rights or claims against Fach-Pak in this respect.
- Fach-Pak's acceptance of an Order submitted by the Buyer shall result in the Parties entering into a contract based on conditions specified in the Order accepted by Fach-Pak and in the hereby GTCSD. After the acceptance of an Order by Fach-Pak, the Buyer shall not be entitled to unilaterally amend either the Order or the contract.
- Orders may only be cancelled or changed, either in whole or in part, upon Fach-Pak's consent. In such a case, the Buyer shall be obliged to cover all costs incurred by Fach-Pak as part of the given Order's implementation process. The Contract entered into by the Parties shall be deemed terminated by mutual agreement of the Parties upon Fach-Pak's consent to cancel the Order.
- When accepting an Order submitted by the Buyer, Fach-Pak shall inform the Buyer of the following:
- Product availability; and
- Product delivery dates and methods;
6. Terms of payment
- Until full settlement of all amounts due from the Buyer to Fach-Pak, the goods shall remain the property of Fach-Pak.
- All amounts indicated by Fach-Pak are net amounts unless clearly indicated otherwise.
- The price for the purchase of the Product by the Buyer shall be payable based on an invoice issued by Fach-Pak.
- A Buyer that is a VAT taxpayer with a registered office in a European Union country other than Poland shall be obliged to present documents confirming its registration as a taxpayer in such a country.
- Fach-Pak delivers invoices by making them available electronically. The acceptance of the hereby GTCSD shall simultaneously constitute consent to sending (sharing) invoices electronically, as provided for in the laws and regulations on the tax on goods and services.
- The Buyer may withdraw its consent to the delivery (sharing) of invoices electronically by sending an appropriate statement to Fach-Pak.
- A Buyer that receives invoices sent (shared) electronically shall be obliged to store them accordingly to separate, relevant regulations.
- Fach-Pak shall deliver the invoice specifying the appropriate price to the Buyer no earlier than on the day on which the Product is to be delivered to the Buyer.
- The date of payment shall be the date on which Fach-Pak's bank account is credited with the full amount of the price, plus the appropriate VAT rate.
- The Buyer shall be liable to Fach-Pak for late payment of any amounts due, and in particular, it shall be required to pay the appropriate interest for late payment.
- Potential complaints or Defects reported by the Buyer shall not be grounds for non-payment for the purchased Product.
8. Transfer of Risk and Liability
- Delivery dates indicated by Fach-Pak are for information purposes only.
- Deliveries are made based on EXW conditions unless otherwise indicated in the Order accepted by Fach-Pak.
- The delivery date shall be extended by the duration of an obstacle resulting from circumstances beyond the control of the Parties, such as untimely delivery by a sub-supplier, Force Majeure, unpredictable disruptions in the company's operation, transport and customs delays, transport damage, including roadblocks, time restrictions in truck traffic, power shortages, material and raw material shortages, etc.
- The Buyer shall be obliged to take over the goods or services immediately upon notification of their availability at the Supplier's warehouses. In case of delay in collecting the Product in relation to the date indicated by Fach-Pak, the Buyer shall be deemed to be in delay.
- In the case of delay in accepting the delivery of the Product, the Buyer may be charged with the costs of storage, subject to other rights of Fach-Pak in this respect.
- Each partial delivery shall constitute a separate transaction and may be invoiced separately by Fach-Pak.
9. Product Acceptance Defects
- The risk of delivery of the goods is transferred to the Buyer at the time the goods are handed over by Fach-Pak to a representative of the Buyer authorised to receive them – including the carrier.
- In the absence of detailed arrangements accepted by Fach-Pak, the delivery shall be made at Fach-Pak's discretion and without any warranties concerning the selection of the fastest and cheapest way to ship the goods. The packaging materials are non-returnable and their costs are credited towards the cost of sales.
- Fach-Pak undertakes to deliver the Product in a timely manner, with the due diligence required in the performance of services of this nature, as well as in line with the applicable laws and regulations and the hereby GTCSD.
- Fach-Pak shall not be liable for:
- acts and omissions of third parties;
- business risks associated with the Buyer's operations and the suitability of the ordered Products for the Buyer's business;
- acts and omissions, as well as their effects, arising from causes other than those solely attributable to Fach-Pak, in particular, as a result of Force Majeure.
- Notwithstanding any other rights of Fach-Pak, subject to the provisions of the hereby GTCSD, Fach-Pak shall be entitled to extend any deadline if its extension:
- is due to reasons not solely attributable to Fach-Pak, particularly as a result of Force Majeure;
- results from the requirements of the warranty or guarantee provisions, in particular, ones imposing an obligation to use materials with specified parameters or contractors (suppliers, service providers) meeting specified criteria.
- Fach-Pak's liability is limited to the lesser of the following amounts:
- up to the actual value of the damage incurred by the Buyer (damnum emergens); or
- up to the amount of insurance paid by the insurer to the Buyer.
- The Parties agree that due to the guarantee granted by Fach-Pak, they agree to exclude the Buyer's right to exercise its rights under the Product defect warranty. If a party to the contract is a Consumer, the exclusion of the Product defect warranty shall only apply if it does not infringe on consumer rights, as provided for in the applicable laws and regulations, and in particular, the Civil Code and the Act on Consumer Rights.
- The Manufacturer provides a 12-month guarantee covering manufacturing defects in the Products.
- The Buyer shall check the quantity and quality of the Products delivered by Fach-Pak upon their delivery.
- In case of Product Defects or quantity deficiencies, the Buyer shall:
- prepare an acceptance report specifying the date of delivery of the Product, its technical condition and defects or quantity deficiencies, as the case may be ("Protocol"), on the date of delivery of the Product to the Buyer by the Seller; and
- deliver a written complaint to the Seller within 2 days – under pain of being declared null and void – to which the Protocol shall be attached.
- If the Product is found to have Defects on the day of its delivery to the Buyer, the Buyer shall include an exhaustive and final list of such Defects in the Protocol. Once the Protocol has been drawn up, the Buyer shall not be entitled to claim that the Product has Defects or other than those specified in the Protocol itself or that its quantity is insufficient.
- If after the acceptance of the Product by the Buyer, on the date of delivery of the Product to the Buyer, it is found that the Product has Defects or that an insufficient quantity of the Product has been delivered, the Buyer shall deliver to the Seller a written complaint within 2 days – under pain of being declared null and void – to which the Protocol shall be attached.
- For the avoidance of doubt, the Parties agree that the Buyer shall not be entitled to refuse to accept the Product, i.e. a refusal to accept delivery of the Product in the event that the Product has Defects or quantity deficiencies shall be deemed a default on the part of the Buyer.
- If the Buyer breaches any provisions of this Section 9, the Seller shall be entitled to deem the Product to have been delivered to and received by the Buyer without reservation on the date of the Product's delivery to the Buyer.
- Within 10 working days from the date on which the Buyer has provided the Seller with a written complaint together with the Protocol, the Seller shall review the complaint and provide the Buyer with a written response, indicating whether the complaint is accepted, and if so, indicate the manner of its settlement.
- If the Seller accepts a complaint with respect to Defects or deficient quantities found by the Buyer in the manner set forth above, the Seller shall, at its sole discretion:
- remedy the quantity deficiencies in the delivered Products within 14 working days from the day on which the Seller accepted the complaint; or
- replace the defective Product with a Product free from defects within 14 working days from the day the Seller accepts the complaint, or within a longer period than indicated above if it is necessary to extend the deadline due to the impossibility of performing the relevant work, purchasing or supplying materials, or performing certain services; or
- reduce the price for the entire order accordingly, taking into account all Defects or quantity deficiencies reported by the Buyer or part thereof.
12. Governing Law and Dispute Resolution
- Fach-Pak may assign rights or transfer obligations under the contract concluded with the Buyer to an entity from the Fach-Pak group (personally linked or equity-liked to Fach-Pak) without obtaining the prior consent of the Buyer.
- The Buyer may assign the rights or transfer the obligations hereunder to a third party only with Fach-Pak's prior consent.
- The contract concluded by and between Fach-Pak and the Buyer shall be governed by Polish law.
- Any disputes related to the contract shall be settled by a common court of law having jurisdiction over the registered office of Fach-Pak.
14. Data processing
- Any approvals or consents required pursuant to the hereby GTCSD shall be made in writing or in document form or else be deemed null and void.
- Failure to respond to requests for such approvals or consents shall not be construed as consent or acceptance (e.g. of an Order).
15. Final provisions
- As part of business relations, FACH-PAK has the right to collect and process the required personal data of customers. By placing an order, customers accept the General Terms and Conditions and agree to the processing of their personal data.
- Legal relations with customers shall be governed exclusively by Polish law. Any disputes that may arise directly or indirectly from the terms and conditions shall be settled by the Polish court, with jurisdiction over the registered office of the supplier.
The GTCSD above are valid for orders placed from 20 November 2018 onwards.