- DEFINITIONS
The following terms used in these General Terms and Conditions of Sale shall mean respectively:
1.1. Incoterms – Incoterms 2020 adopted by the International Chamber of Commerce (ICC);
1.2. Buyer – an entrepreneur purchasing Goods from the Seller against payment in the course of its business activity, with the place of delivery outside the territory of the Republic of Poland;
1.3. Seller – Barbara Luijckx Sp. z o.o. of Latkowo, address of the registered office: Latkowo 40, 88-100 Latkowo, entered in the Business Register maintained by the District Court in Bydgoszcz, 13th Commercial Department of the National Court Register, under number: KRS 0000093864, NIP (tax identification number): 5562253772, share capital: PLN 1,740,000.00;
1.4. GTC – these General Terms and Conditions of Sale supplied by the Seller outside the territory of the Republic of Poland;
1.5. GDPR – Regulation 2016/679 of the European Parliament and of the Council (EU) of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
1.6. Party, Parties – Buyer and/or Seller;
1.7. Goods – products offered for sale by the Seller;
1.8. Contract – a contract of sale of Goods entered into by and between the Seller and the Buyer, including as a result of confirmation by the Seller of an Order placed by the Buyer;
1.9. Order – a declaration of will (offer) to purchase the Goods, submitted in writing, by fax or e-mail, by the Buyer or any entity authorised to act on behalf of the Buyer in this regard, addressed to the Seller. - SCOPE OF APPLICATION
2.1. Unless otherwise expressly agreed by the Parties in writing, the GTC shall apply to all Contracts.
2.2. By entering into a Contract, the Buyer acknowledges having read the GTC and accepts their provisions in their entirety.
2.3. Unless expressly approved by the Seller, any general terms and conditions of orders or other regulations of the Buyer, including any provisions additional to or different from the GTC, placed in the Order shall not be binding upon the Parties to the extent that they do not match the provisions of the GTC.
2.4. The Seller reserves the right to modify the provisions of the GTC. - PRICES, PLACING AND ACCEPTING ORDERS AND DELIVERY TIMES
3.1. The prices of the Goods indicated in the price lists provided by the Seller shall be exclusive of VAT, customs duties, and other required public levies. The price lists shall be in force until they are revoked.
3.2. An order shall be binding on the Buyer from the moment it is received by the Seller. The Buyer may not cancel an Order submitted to the Seller without the express consent of the Seller.
3.3. An order shall be binding on the Seller after it is placed by the Buyer only if it is confirmed in a separate document by an authorised employee of the Seller. The Buyer shall carefully verify the Order confirmation and immediately, but not later than within 24 hours from receipt of the Order confirmation, shall inform the Seller of any errors contained in the Order confirmation, in particular regarding the price, quantity and type of Goods included in the Order. Upon expiry of the time limit referred to above, the details of the Order confirmation shall be deemed binding on the Parties and may not be unilaterally modified at a later date.
3.4. The delivery dates of the Goods shall be each time specified by the Seller in the Order confirmation. The Seller shall use its best efforts to comply with the indicated date of delivery of the Goods. However, the Seller shall not be liable for any delay caused by the occurrence of force majeure events described in Point 8 below, or other circumstances beyond the Seller’s control, such as, in particular, problems with raw material supply, disruptions in plant operation caused by fire, water, breakdowns of equipment and machinery, shortage of materials, energy, difficulties or lack of possibility of transport, also if such circumstances affect the Seller’s suppliers or their sub-suppliers. In the circumstances referred to above, the Seller shall be entitled to postpone the date for delivery of the Goods by the duration of the obstruction and by an appropriate period necessary for the resumption of delivery of the Goods, of which the Seller shall notify the Buyer by setting a new date for the delivery of the Goods. The Buyer shall not have the right to withdraw from the Contract before the expiry of the aforementioned extended time limit. In the above cases, the Buyer shall not be entitled to any claims for damages against the Seller. - TRANSPORTATION AND RISK
4.1. The Goods shall always be delivered to the Buyer in accordance with the EXW (Incoterms) rule. The transport shall be arranged by the Buyer at the Buyer’s own expense and risk, and by the Seller – only at the Buyer’s special request which the Seller has expressly accepted. For the avoidance of doubt, the EXW (Incoterms) rule shall also apply to the transport arranged by the Seller.
4.2. If the transport is arranged by the Seller under the conditions specified in Point 4.1.
above, the Buyer shall be charged with the cost of transport separately on the sales invoice.
The Seller reserves the right to unilaterally change, after informing the Buyer, the cost of transport indicated in the Order confirmation if it is justified by the circumstances occurring at the time of the organisation of the transport
(in particular, an increase in transport prices).
The risk of loss of or damage to the Goods shall be transferred to the Buyer at the time of loading of the Goods at the Seller’s warehouse, which shall also be the case if the transport is arranged by the Seller under the conditions specified in Point 4.1. above. - COLLECTION OF GOODS
5.1. The Buyer shall pick up the Goods at the time indicated by the Seller. If, for any reason, the Buyer cannot collect the Goods on the date indicated by the Seller, the Buyer shall notify the Seller as soon as possible and collect the Goods from the warehouse indicated by the Seller no later than within two weeks from the original collection date indicated by the Seller. In such an event, the Seller shall be entitled to charge the Buyer for storage costs in the amount of 1% of the gross value of the uncollected Goods for each day of storage. In addition to the flat-rate storage costs referred to in the preceding sentence, the Seller may claim compensation from the Buyer for damage caused by delay in collecting the Goods in excess of this amount, under general rules.
5.2. The Buyer’s refusal to collect the Goods or the Buyer’s obstruction in any other manner shall entitle the Seller to unilaterally terminate the Contract with immediate effect due to the fault of the Buyer. If the Seller exercises its right to unilaterally terminate the Contract, the Buyer shall pay to the Seller a contractual penalty of 35% of the gross value of the Goods to which the breach is related, and in the case of personalised Goods – 75% of the gross value of the Goods to which the breach is related. The Seller shall be entitled to claim damages exceeding the value of the stipulated contractual penalty on general terms. - PAYMENT AND RETENTION OF TITLE
6.1. The Buyer shall timely pay the amounts due under the invoices for the purchase of Goods to the Seller’s bank account indicated in the invoice. The payment date shall be the date on which the Seller’s bank account is credited.
6.2. Any comments and objections to the data and information included in the invoice issued by the Seller for the purchase of the Goods shall be reported by the Buyer to the Seller within 5 days from the date of the delivery of the invoice to the Buyer. After the time limit specified above, the Buyer shall lose its right to make comments and objections, and the invoice delivered to the Buyer shall be considered accepted by the Buyer.
3. If the Buyer fails to timely pay the amounts due under any invoice for the purchase of Goods: a. the Buyer shall pay statutory interest for default in commercial transactions for each day of delay, b. the remaining invoices issued to the Buyer, the due date of which has not yet passed, shall become immediately due, c. the Seller shall be entitled to withhold confirmed Orders to the Buyer and to refuse to accept new Orders.
6.4. The Buyer’s right to set off any receivables against the Seller’s receivables shall be excluded, unless expressly allowed by the Seller.
6.5. The Goods shall remain the exclusive property of the Seller until full and unconditional payment of the amounts due under the invoices for the purchase of the Goods. In the event of a delay in payment exceeding 30 days, the Seller may claim the return of the delivered Goods affected by such delay at the Buyer’s expense, regardless of who is in possession of the Goods. Until full and unconditional payment for the Goods, the Buyer shall bear the risk of their total or partial loss or damage. The Buyer shall be obliged to pay damages if the Goods to be returned pursuant to this Point have been damaged, resold, have passed their expiry date or their value at the time of return is lower than the outstanding amount to be paid by the Buyer in accordance with the Contract. - QUALITY OF GOODS AND COMPLAINTS
7.1. The Buyer may notify the Seller of visible defects in the Goods or damage that occurred during transport within 2 (two) days of receipt of the Goods, and any hidden defects in the Goods within 1 (one) month of receipt of the Goods. After the expiry of the time limits specified above, the Buyer shall lose its right to make any claims against the Seller on account of defects of the Goods.
7.2. The Buyer shall lose its right to make any claims against the Seller on account of defects of the Goods with reference to the Goods which have already been processed, repackaged, resold or stored in an improper manner, i.e. in particular contrary to the conditions specified in Point 7.3 below. .
7.3. The Seller reserves the following conditions for proper transport and storage of the Goods: a. maintaining the temperature within 12–20oC and relative humidity of maximum 70% 70%, b. ensuring protection from exposure to direct light, other odours and from rapid changes in temperature which may cause condensation on the surface of the Goods, c. handling the Goods with care, d. avoiding placing the Goods directly on top of one another.
7.4. Along with reporting a defect in the Goods, the Buyer shall submit the following documents and information: a detailed description of the defect, the product number, batch number and BBE, photographs showing the defect being reported, and a signed damage report.
7.5. Complaints shall be submitted by e-mail to the Seller’s address: export[at]barbara-luijckx.com
7.6. If the complaint submitted by the Buyer is accepted, the Seller, at its own discretion: a. shall deliver additional or substitute Goods at its own cost; or b. shall refund to the Buyer, in part or in whole, respectively, the purchase price of the Goods concerned by the complaint that the Buyer had paid to the Seller. The Buyer shall not be entitled to any claims for defects of the Goods other than those specified in the preceding sentence.
7.7. The Buyer’s notification of defects of the Goods shall not constitute the grounds for the Seller’s refusal to pay any amounts due for the Goods, either in whole or in part.
7.8. The Buyer shall reimburse the Seller in full for the reasonable costs incurred by the Seller in processing a complaint made without grounds. - LIABILITY AND FORCE MAJEURE
8.1. With the exception of damage caused by the Seller intentionally, the Seller’s liability to the Buyer for any cause whatsoever shall in each case be limited to the gross value of the Goods to which the breach and the damage caused to the Buyer are related. Moreover, the Seller shall not be liable for consequential (indirect) damage or loss of profits.
8.2. The Buyer shall indemnify and hold the Seller harmless for any possible claims of third parties related to the Goods, to the extent that such claims are beyond the scope of the Seller’s liability referred to in Point 8.1. 8.1..
8.3.The Parties’ liability for non-performance or improper performance of their contractual obligations shall be excluded insofar as the non-performance or improper performance of the contractual obligations has been caused by an event of force majeure which the Parties define as an external event, impossible to foresee and impossible to prevent, including, without limitation: war, terrorist activity, fire, flood, explosion, riots or strikes, an act of generally applicable law or individual legal acts directed at the Seller, de facto or legal actions of state or local government authorities, withholding, delay or withdrawal of permits necessary for the Seller to perform the contract, outbreaks of epidemics, pandemics, states of epidemic emergency.
8.4. In the event that one Party is prevented from performing its contractual obligations by an event referred to in Point 8.3 above, that Party shall immediately notify the other Party of the occurrence of such event. The Party whose performance has been suspended shall resume performance of its obligations as soon as the event ceases. If the event lasts longer than 60 (sixty) days, either Party may terminate the contractual relationship with immediate effect. - INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights vested in the Seller with respect to the Goods, in particular as regards their specifications and formulas, shall remain the exclusive property of the Seller. - CONFIDENTIALITY
10.1. Each Party shall maintain strict confidentiality of and shall not disclose any confidential information concerning the other Party.
10.2. Any information disclosed to a Party in connection with the conclusion or performance of the Contract, concerning the other Party, its collaborators or contractors, regardless of the form of the disclosure, representing economic value, including any commercial, technical, technological, legal, organisational information and know-how, shall be considered confidential information. - PERSONAL DATA PROTECTION
11.1. The Seller shall be the controller (hereinafter referred to as the Controller) within the meaning of Article 4(7) of the GDPR of the personal data of the Buyer, the persons indicated as persons representing the Buyer for the purposes of concluding and performing the Contract, the contact persons appointed for the performance of the Contract, the persons responsible for the performance of the specific rights and obligations under the Contract and of other persons acting on behalf of the Buyer in connection with the deliveries made whose personal data the Buyer has provided to the Controller.
11.2. The Buyer shall fulfil, on behalf of the Controller, the obligation to provide information to persons acting on behalf of the Buyer whose personal data the Buyer has provided to the Controller in connection with the conclusion or performance of the Contract, including by informing such persons that their data has been made available to the Controller, unless such persons have already been provided with such information and this can be demonstrated by the Buyer. A template personal data processing information notice constitutes Schedule 1 to the GTC.
11.3. If, in order to perform the Contract, a Party needs to process personal data other than the personal data for which the other Party is the controller, the Parties shall conclude a personal data processing agreement specifying the scope and purpose of personal data processing, as well as their liability for such processing. - GOVERNING LAW AND JURISDICTION
12.1. These GTC, the Contract, as well as any legal relations between the Seller and the Buyer related thereto, shall be governed by Polish law.
12.2. Any disputes arising in connection with these GTC, the Contract, or other legal relations between the Seller and the Buyer related thereto shall be settled amicably, and if such amicable settlement of a dispute proves impossible, the dispute shall be subject to the exclusive jurisdiction of the Polish courts. The competent court for any such dispute resolution shall be the court that has jurisdiction over the Seller’s registered office. - FINAL PROVISIONS
13.1. The Buyer shall promptly inform the Seller of any change of its address for service. In the event of failure to comply with this obligation, service to the Buyer’s address indicated by the Buyer in the Order, Contract or other commercial agreements shall be deemed effective. In this case, the service shall be deemed effective at the time of the first attempted delivery note is left at the address.
13.2. In the event that one or more provisions of these GTC are or become partially or entirely invalid or ineffective, this shall not affect the effectiveness and validity of the remaining provisions of the GTC.
13.3. These GTC shall enter into force on 11 September 2023.
Schedule to the General Terms and Conditions of Sale:
- Schedule 1 – Personal Data Processing Information Notice.
SCHEDULE 1
to BARBARA -LUIJCKX SP. Z O.O.’s General Terms and Conditions of Sale for deliveries outside of Poland
INFORMATION NOTICE ON THE PROCESSING OF PERSONAL DATA BY BARBARA -LUIJCKX SP. Z O.O.
- PERSONAL DATA CONTROLLER.
BARBARA -LUIJCKX SP. Z O.O. of Latkowo, entered in the Buisness Register of the National Court Register under number KRS 0000093864, is the controller (hereinafter “Controller”) within the meaning of Article 4(7) of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter “GDPR”), of the personal data of the Buyer, the persons indicated in the Contract as persons representing the Buyer, the contact persons appointed for the performance of the Contract, the persons responsible for the performance of the specific rights and obligations under the Contract and of other persons acting on behalf of the Buyer in connection with the services provided deliveries made whose personal data the Buyer has provided to the Controller. The Controller can be contacted using the following contact details: BARBARA LUIJCKX SP. Z O.O. of Latkowo, Latkowo 40, 88-100 Latkowo, e-mail: export[at]barbara-luijckx.com - BASES AND PURPOSES OF PERSONAL DATA PROCESSING.
The Controller shall process the personal data for the purpose of:
2.1. proper performance of the Contract or taking measures preceding the conclusion of the Contract; the processing of personal data in this respect shall be based on Article 6(1)(b) of the GDPR;
2.2. fulfilling the Controller’s legal obligations resulting from generally applicable provisions of law, including, without limitation, accounting and tax law; the processing of personal data in this respect shall be based on Article 6(1)(c) of the GDPR;
2.3. exercising the Controller’s legitimate interests, such as exchanging correspondence in writing, via e-mail and telephone in connection with the performance of the Contract, ability to determine or assert claims and defend against claims arising from or in connection with the performance of the Contract; the processing of personal data in this respect shall be based on Article 6(1)(f) of the GDPR. - SOURCE OF PERSONAL DATA AND CATEGORIES OF PERSONAL DATA.
The Controller obtains personal data from the Buyer, and for persons representing the Buyer, contact persons, persons responsible for the performance of the rights and obligations under the Contract or persons acting on behalf of the Buyer in connection with the case in which the services are being provided – from the Buyer or directly from such persons. The Controller processes the following personal data of the Buyer and the persons indicated above: name, surname, position, contact details (e-mail address, telephone number, correspondence address), NIP (tax identification number) and REGON (business statistical number) (if the Buyer is a natural person conducting business activity) and the information about the activities performed by these persons in connection with the Contract concluded. - PERSONAL DATA RECIPIENTS.
Personal data may be shared with the Controller’s subcontractors and accessed by the entities providing services related to the Controller’s ongoing activities, i.e. office, administrative, accounting, tax, legal, IT, postal, courier, banking, payment, insurance, telecommunications, archiving, documents destruction and other similar services. Personal data may also be provided to competent authorities to the extent required by applicable provisions law. Personal data obtained by the Controller in relation to the performance of the Contract shall not be transferred to any third countries within the meaning of the GDPR or any international organisations.
- DATA STORAGE PERIOD.
The personal data shall be processed by the Controller for the duration of the Contract entered into with the Buyer, as well as for the period of prescription of claims. Following this period, the data shall only be processed to the extent and for the time required by law.
- DATA STORAGE PERIOD.
The persons whose personal data is processed by the Controller shall have the right to:
6.1. access their personal data,
6.2. have their data rectified or erased or to restrict the processing thereof,
6.3. transfer their personal data,
6.4. object to the processing of their personal data,
6.5. file a complaint with the President of the Personal Data Protection Office if they consider that the processing of their personal data violates the provisions of the GDPR - INFORMATION ABOUT THE MANDATORY OR VOLUNTARY NATURE OF PERSONAL DATA PROVISION.
Providing personal data is necessary for the conclusion and performance of the Contract and it is to some extent required by law. Failure to provide personal data shall result in an inability to conclude or perform the Contract or in non-performance of certain obligations or failure to exercise some of the rights of the parties to the Contract. Failure to provide contact details (e-mail address, telephone number, correspondence address) may render the given form of contact impossible.
- AUTOMATED PROCESSING AND PROFILING OF PERSONAL DATA.
The Controller shall not take any decisions concerning personal data in an automated way or on the basis of profiling.
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