Terms of Business

GENERAL TERMS OF SALE AND DELIVERY
applicable in Javro2 Sp. z o. o
from May 1, 2017

1. The subject of these GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY is to define the conditions of sale and delivery of products offered by Javro2 Sp. z o. o., hereinafter referred to as the subject of the contract. These GENERAL TERMS OF SALE AND SUPPLY shape the content of the legal relationship between Javro2 Sp. z o. o. and the Employer.

2. The contract is concluded on the terms set out below.

3.1. Before concluding the contract, the Purchaser directs Javro2 Sp. z o. o. a request for a transaction in writing or by email that should include, in particular, the subject of the order and the expected completion date.

3.2. For the purposes of preparing the offer referred to in paragraph 4, Javro2 may request the following data from the Employer by written or e-mail correspondence:

a) details of the subject of the contract, in particular type, quantity;

b) the company (name) and address of the Employer, and in the case of natural persons, provide the full name and surname and business name;

c) the address of the seat of the Employer, and in the case of natural persons, please provide the address at which the business is conducted and the address of residence;

d) NIP, phone number, e-mail address of the Ordering Party;

e) name, surname, telephone number and e-mail address of the contact person.

3.3. If the query is submitted by entrepreneurs operating on the basis of a civil law contract, Javro2 may request that the information referred to in section 3.1 be indicated. letter a, b and tax identification number of each partner in a civil law partnership.

3.4. It is assumed that the person indicated by the Employer for contacts is authorized by the Employer to make declarations of will, statements of knowledge regarding the contract, including conclusion, change, specification, withdrawal, termination of the contract and to collect the subject of the contract.

3.5. Statements and correspondence maintained by the Parties in accordance with points 3.1.-3.3. they do not constitute an offer within the meaning of art. 66 of the Civil Code and is considered an invitation to negotiate.

4. After the arrangements between the parties referred to in points 3.1.-3.3., Including after receiving from the Employer all necessary information, Javro2 Sp. z o. o. submits to the Employer an offer in writing (including a printout from the IT system implemented in Javro2 Sp. z o. o.) which contains in particular the following elements and information:

a) the subject of the contract, the deadline calculated in accordance with paragraph 16 and the price;

b) data of the Employer referred to in paragraph 3 point be),

c) the date of the offer.

To conclude the contract it is necessary to accept this document by the Employer.

4.1. The Javro2 offer is valid within 7 days from the day it is sent to the Ordering Party, unless the content of the offer indicates otherwise.

5. The contract for the implementation of the subject of the contract is concluded upon receipt by Javro2 Sp. z o. o. the offer confirmed by the Purchaser referred to in para. 4. The Ordering Party shall confirm the offer by submitting the signature of the Ordering Party or a person acting on its behalf below.

6. Acceptance of the offer by the Ordering Party made subject to a change or addition to its content shall be deemed to be a new inquiry about the transaction referred to in paragraph 3.1.

7. To conclude contracts based on these GENERAL TERMS OF SALE AND DELIVERY, the application of art. 681 and art. 682 of the Civil Code.

8. Amendments to the concluded contract, supplementing the concluded contract, termination of the concluded contract require the parties' written representations in pain of nullity. Withdrawal from the contract, as well as submission by the party of a statement that he will not meet the benefits require a written statement, subject to pain of nullity.

9. Javro2 Sp. z o. o. by unilateral amendment to the Agreement has the right to reduce the total amount of the subject of the agreement by no more than +/- 2% (over 500 copies +/- 1%). Changing the contract in the above scope does not require giving reasons and does not give rise to the obligation to pay compensation for non-performance of the contract by Javro2 Sp. z o. o

10. The Purchaser will submit Javro2 Sp. z o. o. correct and final information and materials necessary to perform the subject of the contract, which, according to the contract, should be provided by the Ordering Party (e.g. designs, logos, matrices, ready prints). If an element of the subject of the contract is to be a colored advertising page or other element of clothing (printed or embroidered), the Ordering Party shall provide color patterns or Pantone color numbers used by the Ordering Party; in the case of sending a ready design element of the subject of the contract, the Purchaser will submit this ready element in the so-called closed files (preferably full-fledged PDF).

11. Based on the information and materials referred to in paragraph 10 above Javro2 Sp. z o. o. will prepare and deliver to the Ordering Party, via e-mail, graphic embossing designs, advertising page designs, individual binding designs and prints of the subject of the contract.

12. The contracting authority or the person referred to in paragraph 3 (e) above may submit reasoned comments on the projects

graphic as to their correct implementation.

14. Acceptance of the projects indicated in paragraph 11 above (including projects made as a result of composition and correction) made

it should be made by the Employer's statement in writing or by e-mail.

15. Javro2 Sp. z o. o. will proceed to perform the subject of the given contract after receiving from the Employer or the person referred to in paragraph 3 letter e above, acceptance, in the form provided for in these GENERAL TERMS OF SALE AND DELIVERY, all (last) materials necessary to complete the entire subject of the given contracts to be provided by the Employer, in particular after receiving ready calendars to be provided by the Employer, accepted materials, graphic designs (including designs made as a result of composition and correction) and, in the cases referred to in paragraph 12, accepted prints trial (test press, color prints).

16. The contract execution date by Javro2 Sp. z o. o. will be determined individually and will be counted from the date of submission by the Employer in Javro2 Sp. z o. o. all (last) materials necessary to complete the entire subject of the contract, which should be provided by the Ordering Party, in particular correct, ready elements of the subject of the contract, which should be provided by the Ordering Party, approved in accordance with the provisions of these GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY of graphic designs (including projects made as a result of composition and correction). This deadline will be counted from the moment the Purchaser submits to Javro2 Sp. z o. o. a statement that the Ordering Party has accepted the last material necessary to perform the subject of the given contract.

17. The order is considered completed when the subject of the order is placed by Javro2 Sp. z o. o. at the place of performance of the contract, determined in accordance with the provisions of paragraph 21, and if the place of performance of the contract is the seat of Javro2 Sp. z o. o. informing the Purchaser of this.

18. The Purchaser will pay Javro2 Sp. z o. o. a price based on the prices indicated in the offer of Javro2 Sp. z o. o. The Purchaser will be obliged to pay the gross price. Javro2 Sp. z o. o. will add VAT on VAT at the rate applicable at the time the tax obligation arose.

19. The Employer will pay Javro2 Sp. z o. o. the price within 14 days of issuing the VAT invoice, unless another date has been set.

20. Javro2 Sp. z o. o. will be entitled to receive the price if it fails to perform the subject of the contract for reasons relating to the Employer. In the absence of cooperation on the part of the Employer, Javro2 Sp. z o. o. will be entitled to set an appropriate deadline for the Employer to engage in such cooperation. In the case of ineffective expiry of such period, Javro2 Sp. z o. o. will be entitled to withdraw from the contract.

21. The place of performance of the contract - the issue of the subject of the contract - is the registered office of Javro2 Sp. z o. o. the parties may change the place of performance of the contract by Javro2 Sp. z o. o. in writing under pain of nullity. If the parties agree that the costs of transport (transport) of the subject of the contract to a place other than the seat of Javro2 Sp. z o. o. is borne by Javro2 Sp. z o. o. in case of doubt, it is assumed that the parties did not change the place of performance of the contract by Javro2 Sp. z o. o. and this place remains the seat of Javro2 Sp. z o. o. In this case, the provisions of Art. 544 § 1 of the Civil Code.

22. Javro2 Sp. z o. o. reserves the right to use the subject of the contract (i.e. products containing the logotype, company, trademark, proprietary designs) to promote its services and assortment, unless the parties agree otherwise in writing to be valid.

23. Confirmation by the Employer of the offer referred to in paragraph 4. is also the Employer's statement that he is entitled to use materials, logos as subjects of intellectual property rights, in particular industrial property rights and copyright in the fields of exploitation necessary to perform the subject of the contract. The Purchaser authorizes Javro2 Sp. z o. o. for free use of these materials, logos to the extent necessary to perform the subject of the contract, in particular to enter into computer memory, reproduce, place on the subject of the contract, as well as for the purpose indicated in paragraph 24 above to introduce calendars on the market. The Employer will release Javro2 Sp. z o. o. with any claims, will repair any damage that Javro2 Sp. z o. o. will incur if the Purchaser is not entitled to use the above copyright items.

24. The Purchaser is obliged to immediately examine the subject of the contract in a proper and proper manner for the subject of the contract and perform all actions necessary to determine the possible liability of the carrier for damage, destruction or loss of the subject of the contract.

25. If physical defects are found in the delivered subject of the contract, the Ordering Party shall send in writing, subject to nullity, a complaint and a batch of the defective subject of the contract. Javro2 Sp. z o. o. will be obliged to respond to the complaint within 14 business days of receiving the letter and the advertised batch of products. Lack of any response to the complaint within the specified time will mean the complaint being acknowledged as to its subject, scope and choice, within the meaning of paragraph 28, proposed by the Employer, how to handle the complaint.

26. Javro2 Sp. z o. o. undertakes, at its own discretion, to remove any reported defects or replace defective copies with new ones, free from defects, or to offer the Purchaser a price reduction in relation to the defects corresponding to the subject of the contract. Javro2 Sp. z o. o. undertakes to cover the cost of sending by the Employer defective copies of the subject of the contract, and in the event that the settlement of the complaint will consist of making new or removing defects copies of Javro2 Sp. z o. o. undertakes to deliver new or corrected copies of the subject of the contract to the headquarters of the Ordering Party at its own expense within 21 business days from the date of accepting the complaint. If Javro2 Sp. z o. o. will offer the Ordering Party a reduction in price, then upon submitting such a statement to the Ordering Party, the price will be reduced by the amount indicated by Javro2 Sp. z o. o., unless the statement by Javro2 Sp. z o. o. will be different. If the contractor has already paid the price, the Purchaser will be entitled to a refund in this case.

27. Defects found during the receipt of products and reported for complaint may not relate to deficiencies that could be detected by the Employer during the examination of materials, designs and designs, and yet have not been reported.

28. Javro2 Sp. z o. o. stipulates that it will not examine the calendars materials received from the Employer, in particular the materials referred to in paragraph 10, and the content contained therein in formal, qualitative or substantive terms, and therefore excludes its liability due to defects and errors in calendars that result from materials provided by the Employer.

29. Without prejudice to the provisions of sentence 2 and sentence 3 below, Javro2 Sp. z o. o. is liable under the warranty if a physical defect is found within one year from the date of issue of the subject of the contract to the Employer. Reporting quantitative defects should occur, under pain of losing the rights under the warranty, upon receipt of the subject of the contract, by preparing a written protocol signed by the Ordering Party and the carrier. Other defects may be reported, under pain of losing the rights under the warranty, within one month from the date of issue of the subject of the contract, subject to the complaint procedure set out above.

30. The provisions of paragraphs 25-29 modify the regulations regarding warranty, contained in the Civil Code, and to the extent not regulated in these paragraphs the relevant provisions of the Civil Code will apply. The provisions of paragraphs 25-29 shall apply accordingly to the warranty for legal defects.

31. Catalog or any other statements, materials of Javro2 Sp. z o. o. cannot be treated and will not constitute public assurances of Javro2 Sp. z o. o. as to the properties of the subject of the contract. Catalog, this document or any other materials Javro2 Sp. z o. o. does not contain warranty statements of Javro2 Sp. z o. o. unless Javro2 Sp. z o. o. clearly makes such statements.

32. Prepared by Javro2 Sp. z o. o. the design of the subject of the contract cannot be the subject of a complaint for defects.

33. If Javro2 Sp. z o. o. will delay the performance of the contract, the Employer shall be entitled to withdraw from the contract on the terms described in this paragraph. The Ordering Party shall be entitled to withdraw from the contract only if he appoints Javro2 Sp. z o. o., otherwise being null and void, in writing, an additional deadline for the performance of the contract, not less than 5 business days (this deadline will be counted from the delivery of Javro2 Sp. z o.o. submitted in the form of a statement stating the additional deadline) and if Javro2 Sp. z o. o. will not perform the contract within the prescribed period. If Javro2 Sp. z o. o. will delay only part of the service, the right to withdraw from the contract is limited only to this part. The provisions of this paragraph modify and refine the provisions of Art. 491 of the Civil Code. The provisions of art. 479 and 492 sentence 2. of the Civil Code. Delay Javro2 Sp. z o. o. cannot be considered a statement that Javro2 Sp. z o. o. will not meet the obligation.

34. The Employer shall be entitled to a contractual penalty for each day of delay in performing the contract by Javro2 Sp. z o. o

0.2% of the net price for the subject of the contract; if Javro2 Sp. z o. o. will be in delay with the performance of part of the subject of the contract, the contractual penalty will be calculated from the net price of that part of the subject of the contract, with which performance of Javro2 Sp. z o. o. will be in default.

35. Liability for damages Javro2 Sp. z o. o. for non-performance and improper performance of the contract, including liability based on a contractual penalty, is limited to the price for performing the subject of the contract. Javro2 Sp. z o. o. is not responsible for any lost profits that may result from improper performance by Javro2 Sp. z o. o. any contract.

36. If the Employer delays the payment of the price or any amounts due Javro2 Sp. z o. o. arising from any contracts to which these GENERAL TERMS OF SALE AND DELIVERY apply, are all claims of Javro2 Sp. z o. o. arising from contracts combining Javro2 Sp. z o. o. with the Employer, they will become due immediately, and Javro2 Sp. z o. o. may refrain, until the date of payment, from issuing to the Purchaser the subject of any contract linking Javro2 Sp. z o. o. with the Employer; abstention by Javro2 Sp. z o. o. with the delivery of the subject of the contract to the Employer shall not constitute a delay of Javro2 Sp. z o. o. in the performance of the contract or the grounds for the Employer to refrain from any performance towards Javro2 Sp. z o. o. the provisions of this paragraph do not exclude other rights of Javro2 Sp. z o. o., in particular, does not exclude the right to demand interest for the delay.

37. These GENERAL TERMS OF SALE AND SUPPLY constitute a standard contract within the meaning of art. 384 of the Civil Code and are an integral part of the contract.

38. Transfer of receivables serving the Ordering Party to Javro2 Sp. z o. o. is disabled unless Javro2 Sp. z o. o. agrees to such a transfer, under pain of nullity in writing.

39. Any disputes arising from contracts to which these GENERAL TERMS OF SALE AND SUPPLY will apply will be settled by the court competent for the registered office of Javro2 Sp. z o. o. Registered office Javro2 Sp. z o. o. is the place of performance of the obligation within the meaning of art. 7 points 1 of Regulation (EU) No 1215/2012 of the European Parliament and of the Council of December 12, 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as well as art. 5 points 1) Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters done at Lugano on October 30, 2007. Disputes that may arise from legal relations, to which these GENERAL TERMS OF SALE AND SUPPLY will apply, will be settled by the courts of the Republic of Poland; these courts will have exclusive jurisdiction, with the proviso that the Awarding Entity may also be sued in the courts of the country in which it has its registered office or place of residence.

40. On the revocation of the authorization referred to in paragraph 3 (e) sentence 2 or in paragraph 3.2. above or a change thereof, the Ordering Party shall immediately notify Javro2 Sp. z o. o. in writing.

41. The Purchaser shall immediately notify Javro2 Sp. In writing. z o. o. about the change of the registered office address. Negligence of the above-mentioned obligation will result in all deliveries made to the address previously indicated remaining effective.

42. Drafts of the subject of the contract, in particular the calendar, constitute a work protected by the provisions of the Act of February 4, 1994 on Copyright and Related Rights. Using this work, in particular the creation of book calendars based on the calendar design, requires the consent of Javro2 Sp. z o. o

43. Within the meaning of these GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY, to keep the written form, it is sufficient to comply with the conditions specified in art. 78 of the Civil Code. To keep the written form, it is also sufficient to forward the statement (including the declaration of intent) by fax or e-mail (e-mail) without providing this order, offer, document or statement with a secure electronic signature verified by means of a valid qualified certificate. The provisions of the previous sentence do not apply to the written form reserved in these GENERAL TERMS OF SALE AND DELIVERY under pain of nullity. To maintain the written form of the Employer's statement of confirmation of the offer referred to in paragraph 5, it is sufficient to comply with the conditions described in sentence 1 above or sentence 2 above, to keep the written form it is also enough to sign the document and then send this document by fax or send the scanned document by e-mail (e-mail) without affixing this declaration (document) with a secure electronic signature verified by a valid qualified certificate.

44. The information contained in the calendars being the subject of the contract, in particular information data (e.g. maps), is current as at the date of printing.

45. Working days are considered to be all days of the week except Saturdays, Sundays and public holidays in the Republic of Poland.

46. The provisions of these GENERAL TERMS OF SALE AND SUPPLY shall apply mutatis mutandis to the contract also in the event of its conclusion by negotiation, unless the parties agreed otherwise during the negotiations.

47. The catalog and all advertising materials do not constitute an offer, but only an invitation to submit offers or to negotiate to conclude a contract.

48. The contracting authority, being a natural person, consents to processing by Javro2 Sp. z o. o. personal data provided by the Employer. In particular, the Ordering Party agrees to processing by Javro2 Sp. z o. o. the following personal data:

a) names and surnames,
b) home address,
c) business address,
d) electronic addresses, in particular electronic mail addresses,
e) telephone numbers,
f) NIP and REGON numbers.

49. The Purchaser is not obliged to provide personal data and to consent to their processing, with the proviso that the lack of consent to provide these data and their processing prevents the conclusion of contracts.

50. The Employer's personal data are processed by Javro2 Limited Company with its registered office in Katowice, ul. Zbożowa 10, entered into the Register of Entrepreneurs of the National Court Register under the number 0000335460.

51. Javro2 Sp. z o. o. processes personal data in order to:
a) concluding and performing contracts with the Employer,
b) disclosing the concluded contracts in relevant books and documents,
c) submitting to the Employer commercial information, offers, invitations to submit offers and other marketing campaigns of Javro2 Sp. z o. o
52. The contracting authority has the right to:
a) access to the Employer's personal data - at the registered office of Javro2 Sp. z o. o.
b) correcting the Employer's personal data at the registered office of Javro2 Sp. z o. o. in person or through
submitting written statements,
c) deletion of the Employer's personal data, with the proviso that Javro2 Sp. z o. o. will be entitled to further process the Employer's personal data if it is necessary to fulfill legally justified objectives pursued by Javro2 Sp. z o. o., and in particular for the performance or investigation of forced execution of concluded contracts and their disclosure in the relevant books and documents.

53. The provisions of these GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY have been prepared for Purchasers who are not consumers.

54. The contracting authority agrees to:
a) sending the Purchaser commercial information of Javro2 Sp. z o. o. (information used to promote the goods, services or image of Javro2 Sp. z o. o.) by means of electronic communication, in particular electronic mail;
b) using telecommunications terminal equipment and automatic calling systems for direct marketing purposes Javro2 Sp. z o. o
55. In matters not covered by the provisions of these GENERAL TERMS OF SALE AND SUPPLY, as well as the provisions of the contract, Polish law shall apply, in particular the provisions of the Civil Code.

56. To shape the content of the legal relationship in the sale and delivery of products offered by Javro2 Sp. z o. o. based on these GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY The contractual templates used by the Employer will not apply, even if the conditions set out in Art. 384 of the Civil Code. In addition, Javro2 will not be bound by any general contract terms (or documents of similar meaning) served by the Employer, and even despite delivery, they will not be considered an offer.

57. The United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on 11 April 1980, will not apply to the legal relations described above.

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