Sales conditions

I. Application of the General Terms and Conditions of Sale

These “General Terms and Conditions of Sale”, hereinafter referred to as [GTCS], apply to transactions made between the parties, the subject of which will be the sale of goods (constituting the subject of the Seller’s commercial activity) made by Kraus Folie Sp. z o.o. with its registered office in Kalisz – referred to in these GTCS as the [Seller], for the benefit of any entity that makes a purchase for the purpose related to its business activity (i.e. not as a consumer within the meaning of Article 384 § 3 of the Civil Code) – referred to in these GTCS as the [Buyer].

II. Orders

1. Unless otherwise stipulated by the Seller, the offer of sale made to the Buyer by the Seller is valid for 30 days from the date of its sending by the Seller. No such proposal (including a proposal called an “offer”) constitutes a sale offer binding on the Seller – within the meaning of the Civil Code, but only a proposal to place an order by the potential Buyer. The price proposed by the Seller does not include the costs of certificates, attestations, tests and packaging of goods demanded by the Buyer, which will be added to the price of the goods, unless the parties agree otherwise.
2. The order sent to the Seller by the Buyer must contain the Buyer’s data, detailed information about the ordered product to the extent necessary for its identification (e.g. reference to the Seller’s proposal, if placing such a proposal preceded the placement of the order) and data on the conditions of order fulfillment desired by the Buyer.
3. Placing an order does not bind the Seller, and the lack of its response will not mean tacit acceptance of the order. If the Seller accepts the order with reservations, the Buyer is bound by the content of these reservations, unless he immediately presents his possible comments. Prompt submission of such comments shall be deemed to be the submission of a new order, and the provisions of the preceding sentences shall apply accordingly.
4. The fact of accepting the order does not bind the Seller in a situation when for reasons beyond his control, in particular due to force majeure or the behavior of the Buyer or third parties (including the seller’s suppliers), the delivery and sale of goods is impossible or excessively difficult.
5. Acceptance of the order is not binding on the Seller also in a situation where the total liabilities of the Buyer towards the Seller exceeded the amount of trade credit possibly granted to the Buyer by the Seller, or if the Buyer is late with the payment of any amounts due to the Seller.
6. In the case of ordering non-standard goods by the Buyer (i.e. not being at the Seller’s current sale or packaged, e.g. cut, in a manner different from the factory one), the Seller may demand the Buyer to pay an advance payment of up to 30% of the gross value of the ordered goods, unless the parties agree otherwise. The advance payment is settled upon receipt of the goods (or its last batch) by crediting it towards the Ordering Party’s obligations, and in the event of failure to collect the goods by the Buyer, it is retained by the Seller as a contractual penalty.

III. Deliveries and consequences of failure to meet deadlines

1. If the goods are delivered by an independent Carrier, the responsibility for the goods passes to the Buyer at the time of handing over the goods to the Buyer by the Carrier. If the Buyer collects the goods from the Seller’s warehouse, using their own transport, they take responsibility for the goods at the time of handing over the goods from the Seller’s warehouse to the person running the Buyer’s means of transport.
2. If the parties’ arrangements (confirmed by an order or a separate agreement) do not contain detailed information on the quality and packaging of the goods, it will be presumed that the goods should be delivered of a quality corresponding to the requirements for a given type of goods, and that they should be packed or unpackaged – in accordance with the applicable regulations and standards applicable in the Seller’s company or in the companies of its suppliers.
3. The cost of packaging other than specified above in point III.2., which the Buyer requested, shall be charged to the Buyer at the price of the Seller’s own costs. The buyer may also be charged with the costs of the requested security or insurance of the goods for the duration of transport.
4. The Buyer is obliged to control in particular the condition of the shipment (cargo) and the quality, quantity and assortment of the delivered goods immediately after their delivery (release) and make an appropriate annotation on the consignment note, Packing List or other proof of release, as well as immediately report to the carrier (in accordance with the relevant transport regulations) and the Seller, in writing, any reservations in this regard and allow the Seller’s representative to investigate,  goods intact. Receipt of the goods by the Buyer without examining them or not raising objections immediately after the examination of the goods will be considered as confirmation that the goods have been delivered correctly, in the correct quantity and have the correct features and properties.
5. If, due to the type of packaging or for any other reason, it is not objectively possible to carry out an immediate inspection of the delivered goods, the inspection on receipt should include at least the consignment note, the quantity and condition of the packaging, data on the marking of the goods on the packaging and damage visible from the outside. As soon as it becomes objectively possible, but at the latest when unpacking the goods, before they are used, a detailed, full inspection of the goods should be carried out.
6. Under pain of losing the right to pursue any claims from the Seller for defects of the goods or non-compliance of the delivery with the order or its confirmation – the Buyer is obliged to complete all formalities provided for above in the preceding paragraphs, in particular to report the irregularities to the Seller immediately after they have been found, but not later than at the moment when, in accordance with the above provisions, it was possible to find irregularities.
7. The Seller shall not be liable for any failure to comply with any deadlines resulting from the conclusion or performance of this agreement, if these failures are not due to his sole fault.

IV. Complaints and warranty conditions

1. KRAUS FOLIE Sp. z o.o., ul. Wojciecha z Brudzewa 44, 62-800 Kalisz, provides a warranty for the properties of the supplied film intended for lamination, printing, or other processes for 1 year from the production date, subject to points 2 and 3 below. After this period, complaints are deemed unfounded and will not be considered.
2. KRAUS FOLIE Sp. z o.o. provides a warranty for thermal lamination films, barrier films, and Sustilen MDO films for 6 months from the production date. After this period, complaints are deemed unfounded and will not be considered.
3. KRAUS FOLIE Sp. z o.o. provides a warranty for the surface corona treatment level and system additives (slip, antifog, antistatic, etc.), which may migrate, for the period specified in the Technical Data Sheet for the respective film type, but no longer than 3 months.
4. It is recommended to process the film within 3 months from the production date.
5. The warranty covers film quality as stated in the Technical Data Sheet of a given film type and the General Requirements Sheet.
6. If defects are discovered within the specified warranty periods, Kraus Folie Sp. z o.o. commits to remedying the defect or providing a defect-free product in accordance with the terms outlined in this regulation.
7. Complaints must be submitted via email to reklamacje@krausfolie.pl within the warranty period. KRAUS FOLIE Sp. z o.o. will confirm receipt of the complaint within 48 business hours from the date of complaint receival.
8. For deliveries at the expense of KRAUS FOLIE Sp. z o.o., the customer must inspect the goods for transport damage before unloading and notify KRAUS FOLIE Sp. z o.o. via email in case of damage. Only complaints with damage noted on the delivery document (waybill, CMR) and signed by the driver will be considered.
9. Complaints must include a delivery confirmation document (sales invoice), labels of all claimed rolls and samples, as well as photos or videos allowing clear identification of the defect. Complaints without such documentation may be rejected.
10. When submitting a complaint, the customer is required to specify the exact quantity of the defective film and the amount processed before the defect was detected. Additionally, the customer must inform KRAUS FOLIE Sp. z o.o. of any additional costs resulting from the complaint submission, if applicable, along with the complaint.
11. The defective film cannot be returned to KRAUS FOLIE Sp. z o.o. without prior email agreement on the terms and date of its delivery. The customer must return the defective film in its unprocessed form.
12. Until the complaint process is concluded, the defective film must be secured in a way that prevents damage, moisture, contamination, or loss of properties. It should also be labeled with the original KRAUS FOLIE
    z o.o. labels and protected from sunlight. Film that gets damaged due to improper storage or transportation during the complaint process will not be subject to the complaint.
13. If a specific type of film requires a particular packaging standard (e.g., Sustilen MDO film on side supports), the customer must store the film in its original KRAUS FOLIE Sp. z o.o. packaging. If such film is returned placed directly on a pallet, KRAUS FOLIE Sp. z o.o. reserves the right to refuse acceptance and reject the complaint.
14. If the complaint is accepted, KRAUS FOLIE Sp. z o.o. is liable only up to the actual value of the defective film, subject to point 15 below.
15. KRAUS FOLIE Sp. z o.o. does not cover any additional costs incurred by the customer for repairing the defective film without prior consultation and approval from KRAUS FOLIE Sp. z o.o.
16. If hidden defects affecting processing (such as printing, lamination, or other processes) are found, the customer must stop processing the film and immediately notify KRAUS FOLIE Sp. z o.o. via email. KRAUS FOLIE Sp. z o.o. will cover the processing costs of the first two rolls of film, but no more than 200 kg.
17. During the complaint process, if KRAUS FOLIE Sp. z o.o. determines that further assessment requires verification of samples or film rolls, it may request additional samples or preparation of the film for collection for verification at KRAUS FOLIE Sp. z o.o. headquarters.
18. KRAUS FOLIE Sp. z o.o. will inform the complainant via email about the resolution of the complaint within 21 days of receiving all required documents. If both parties agree that the defective film must be collected, the 21-day period starts from the date of its receipt by KRAUS FOLIE Sp. z o.o.
19. The total complaint resolution time, including the removal of the defect or the delivery of defect-free film, depends on the type and extent of the defect and will be specified in the resolution information mentioned in point 17.
20. If the complaint is rejected, the customer may commission independent testing at their own expense. These tests must be conducted in an independent, accredited laboratory. Testing in a non-accredited laboratory is permitted only upon prior agreement between both parties. Sampling for arbitration testing must take place in the presence of a KRAUS FOLIE Sp. z o.o. representative unless otherwise agreed.
21. If, after receiving the defective film, KRAUS FOLIE Sp. z o.o. is able to remove the defect and deems the remaining quantity to be of full value, it reserves the right to return the film and issue a corrective invoice only for the defective quantity.
22. If the complaint is accepted, KRAUS FOLIE Sp. z o.o. will issue a credit note for the defective quantity only after the unprocessed defective film has been returned. If returning the unprocessed film is not possible, a credit note cannot be issued.
23. Any disputes that are not resolved during the complaint process will be referred to mediation. If no agreement is reached, the competent court for resolving disputes will be the court with jurisdiction over the registered office of KRAUS FOLIE Sp. z o.o.

Dispute Resolution and Governing Law

1. To resolve any disputes that may arise between the parties and may be related to relations based on sales agreements concluded by the parties or other agreements to which these General Terms and Conditions of Sale would apply, the common court with subject matter and place jurisdiction over the Seller’s registered office will be exclusively competent.
2. These General Terms and Conditions of Sale shall apply to any sales agreement under which the Seller sells any goods to the Buyer (if the Buyer has been informed about them in any form and at any time or could easily become familiar with their content and if the parties have not excluded the application of these – all or some of them – terms and conditions in writing) as well as – to the extent not regulated in these GTCS – the relevant provisions of the Code Civil Procedure and other mandatory legal acts.
3. Regardless of the content of these General Terms and Conditions of Sale, the agreement between the parties may be amended accordingly in the event of the introduction of mandatory legal acts, the content of which will result in additional obligations of the parties. In particular, the Seller may refer to any changes in regulations and circumstances, which may entail a change in operating costs or burdens of a public law nature, and thus a change in the terms of the offer submitted by the Seller or the contract already concluded between the parties but not yet performed.

Other

1. Unless the parties agree otherwise – in writing – it shall be considered that the Seller’s obligation does not include any other performance than handing over the goods to the Buyer constituting the subject of the parties’ agreement and transferring the ownership of these goods to the Buyer after receiving the sale price from the Buyer (in particular, the Seller’s obligation does not include technical service regarding the use of the goods).
2. Subject to situations otherwise regulated in the content of this agreement, the following circumstances may constitute, without consequences for the parties, the basis for withdrawal from the agreement, if they occurred after the conclusion of the agreement and significantly hinder its performance: labor conflict and any other circumstance beyond the control of the party (e.g. force majeure), such as, in particular, fire, war, mobilization or unforeseeable conscription to military service,  other events of similar scope or importance, requisitions, seizures, currency restrictions, failure of equipment or machinery, failure of IT systems, sabotage, strike, uprisings and riots, shortage of means of transport, general shortage of goods, cancellation of part of production or fixed or current assets, restrictions on means of propulsion and defects, delays or omissions on the part of carriers, manufacturers or subcontractors of goods being the subject of sale or other persons Third party. A party is also not responsible for any consequences resulting from the conduct of the other party or third parties, for the conduct of which the party is not legally responsible. If the agreement cannot be performed in a timely manner, each party has the right to withdraw from this agreement in the part of the agreement whose performance has been hindered for the reasons mentioned above. If the contract cannot be performed in a timely manner, each party has the right to withdraw from the contract in the part whose performance has been hindered for the reasons mentioned above.