General conditions of Co-operation

1. Introductory conditions
1.1.All the offers, orders and deliveries are fulfilled by SDX Group Sp. z o.o. according to the Polish law.
1.2.The conditions given by the Ordering party in the orders and/or purchase conditions will be fulfilled only when accepted by SDX Group Sp. z o.o. in written form.

2. Invitation to parley, offer and order
2.1. Catalogue (pricelist) placed on the website by SDX Group Sp. z o.o. provides an invitation to parley in understanding of Civil Code to which the below stated conditions apply. Completing an agreement is due after the confirmation of taking the order in written form by SDX Group Sp. z o.o.
2.2. The conditions offered in catalogue (pricelist) are valid till the new catalogue (pricelist) comes to existence, however SDX Group Sp. z o.o. reserves the right to introduce changes and modifications into pricelist /catalogue on the website.
2.3. Orders are accepted only in written form, with given VAT Registration Number, exact address, fax and phone number and the surname of the person(s) responsible from the site of Ordering party. An order should be signed by the representative and stamped with company stamp.
2.4. A person signing an order has to be equipped with an authorization to make commitments in the name of and for the Ordering party. If a person signing an order is not authorized to represent the Ordering party according to the registration documents (National Code Register or Entry into the Business Register) he is obliged to send a separate letter of authorisation from the Ordering party and it must be signed by a person authorised to represent the Ordering party.
2.5. Companies placing an order for the first time are obliged to send valid documents (VAT Registration Number, National Business Registry Number, National Code Register or Entry into the Business Register).
2.6. In the order there must be clearly stated what kind of product it is with description and especially code number.
2.7. SDX Group Sp. z o.o. reserves the right to refuse filling an order if there is no possibility due to the lack of product at supplier’s.
2.8. Purchased goods remain the property of SDX Group Sp. z o.o. until the payment for the goods is completed.
2.9. Arrears from an Ordering party to SDX Group Sp. z o.o. authorise SDX Group Sp. z o.o. to refuse to accept the following orders, or in particular cases to put current order on hold until the arrears are paid.
2.10. Order placement is equal to all SDX Group Sp. z o.o. co-operation conditions accepted by Ordering party, unless stated different in written form.

3. Prices
3.1. Quoted in catalogue (pricelist) prices are created ex-works SDX Group Sp. z o.o. warehouse in Łomianki and do not cover VAT due according to the law.
3.2. Catalogue prices do not include:
- printing costs,
- embossing,
- engraving,
- prepress costs,
- packaging and shipment.
3.3. Prices published on website (www.sandex.com.pl) must be confirmed by SDX Group Sp. z o.o. in written form of accepting an order.

4. Giving up an order
4.1. SDX Group Sp. z o.o. accepts giving up an order if the resignation is delivered in written form to Sandex Bis Co. the latest 14 days before the delivery date, provided an Ordering party will cover all the costs connected with order preparation and production.
4.2. An exception is when goods ordered are already produced or the materials bought, then the resignation is not acceptable in law.

5. Packaging
5.1. SDX Group Sp. z o.o. reserves the ability to add the costs of packaging to shipment costs of ordered goods. Total costs of packaging and shipment will be stated in written form of order confirmation.
5.2. Goods are sold only in minimal packaging and their multiplication.

6. Delivery
6.1. Deliveries are realized from SDX Group Sp. z o.o. located in Łomianki. Collection of ordered goods is made by an Ordering party by means of their transport or if instructed by Ordering party the goods can be sent via courier or transportation company with the restriction of minimal value of goods over € 50.
6.2. In case of an order over € 15000 delivery cost is covered by SDX Group Sp. z o.o.
6.3. SDX Group Sp. z o.o.restricts the right to deliver +/- 5% of ordered goods , as well as partial deliveries, unless total quantity delivery is stated in the order or agreement.
6.4. In case of orders incompatible with minimal quantities in packaging SDX Group Sp. z o.o. reserves the possibility of adjusting the quantities to minimal ones in packaging and issuing proper invoice covering the real quantity sent.
6.5. SDX Group Sp. z o.o. is responsible for realized orders up to its value.
6.6. SDX Group Sp. z o.o. reserves the right to put off the deadline of an order or to put following orders on hold in case of arrears for earlier deliveries until the arrears due to SDX Group Sp. z o.o. are fully paid.
6.7. While receiving goods from transportation company or courier, an Ordering party is obliged to check the state of goods delivered. In case of partial damage of packaging or the goods are damaged during transportation, it must be noted in delivery letter or other proper document signed in presence of representative of transportation company or courier and immediately inform SDX Group Sp. z o.o.
6.8. Delivery date of goods ordered presented verbally during the parley by SDX Group Sp. z o.o. is only the approximate and cannot be treated as the deadline. The deadline is stated in a written form of order placement.

7. Payment
7.1. Unless stated differently, payment for the goods ordered is due not later than the day of order collection in the way stated in the invoice.
7.2. Execution of order with printing, embossing or engraving may depend on down payment in the amount agreed with SDX Group Sp. z o.o. and counted from the total order value.
7.3. In case of not settling an invoice by the date due, SDX Group Sp. z o.o. has right to charge interest for delay and charge with the cost of call for payment.

8. Complaints
8.1. Ordering party is obliged to check if the goods delivered are in accordance with a written form of order placed.
8.2. In case of any incompatibility Ordering party should immediately inform SDX Group Sp. z o.o. in writing. Such notification cannot be sent later than on the 7th day counting from collecting ordered goods.
8.3. In case of any incompatibility of delivery with the written confirmation of order, SDX Group Sp. z o.o. is obliged to compensate for the shortcomings, fix or exchange defective goods.
8.4. SDX Group Sp. z o.o. reserves the right not to accept the complaint for printed, embossed or engraved goods if the service of printing, embossing or engraving was not made by SDX Group Sp. z o.o.
8.5. SDX Group Sp. z o.o. is not responsible for the differences in colour of goods shown in catalogue/ pricelist and the real colour of the goods ordered, as well as minor differences in shades within the ordered assortment.
8.6. From the moment of reselling ordered goods by Ordering party SDX Group Sp. z o.o. is no longer responsible for the mistakes in delivery or any faults in goods ( it concerns latent defects).
8.6. SDX Group Sp. z o.o. will not accept any claims concerning the loss caused by the delayed collection of goods, inability to make delivery, infringement in executing agreed commitments and existence of guilt in concluding an agreement , unless the harm appeared by intentional action of SDX Group Sp. z o.o.

9. Sale of goods with printing
9.1. SDX Group Sp. z o.o. does not make printing on the goods given.
9.2. Colours of printing in PANTONE are described to obtain colour possibly the most similar in this scale .
9.3. The price of printing does not include cost of assembly and disassembly of some articles (e.g. clocks)
9.4. Materials for printing should be sent in graphic files, vector figure, Illustrator or Corel up to X6 version (fonts changed into curves, colours in PANTONE).
9.5. Additional work on materials sent (logo preparation, inserting changes, etc.) will be evaluated individually based on hourly rate 1H=€ 30,00 net.
9.6. Articles signed with printing group ‘0’ require individual analysis and calculation of printing, or choosing alternative solution if the printing is technologically impossible.
9.7. Before starting the production Ordering party will accept printing project together with visualization and in justified cases production samples. The production samples are made upon request of Ordering party and can be prepared for a fee.
9.8. The deadlines of executing order for ware with printing require written confirmation of order execution.

9.9. All the materials necessary for preparing, starting production and completing order like: plates, screen and mould are properties of SDX Group Sp. z o.o.

10. Contractual right to withdraw
10.1. In justified cases SDX Group Sp. z o.o. has the right to withdraw partially or completely from executing confirmed order within 30 days counting from the date of confirmation. For withdrawal from executing confirmed order Ordering party has no right to claim. It does not concern repayment of down payment settled by Ordering party, according to paragraph 7.2. above.
10.2. In case of refusal of collecting ordered goods by Ordering party on the date stated in written form of order placed or any other agreed date, SDX Group Sp. z o.o. has right to demand contractual penalty in the amount of total order gross value, and Ordering party commits to pay contractual penalty. Payment of contractual penalty does not deprive SDX Group Sp. z o.o. of the right to seek supplementary compensation on general rules up to the amount of damage suffered.

11. Partial execution of order
11.1. Execution of order is done by delivery of goods ordered to Ordering party. Sandex Bis Co. reserves the right to partial execution of order, or execution of order in parts, unless the delivery in total is demanded and stated in the order or agreement.
11.2. In case of not executing order by SDX Group Sp. z o.o., Ordering party has the right to receive repayment of down payment and in case of partial execution of order by SDX Group Sp. z o.o., Ordering party has the right to receive proper part of down payment, provided that the amount of down payment is higher than value of the part of executed order. From this title Ordering party has no right for any claims to SDX Group Sp. z o.o.
11.3. In case of partially executing order or agreement or executing order in parts, Ordering party is obliged to pay for the part of order executed each time.

12. Limitation of liability
12.1. SDX Group Sp. z o.o. holds no responsibility for any damages caused by force majeure which consequently led to not executing or not proper executing order. In particular SDX Group Sp. z o.o. is not responsible for the damages caused by failure to meet the deadline of executing order or harm caused by differences in colour between goods given in catalogue (pricelist) and goods ordered.
12.2. The risk of accidental loss or damage of ordered goods goes to Ordering party upon giving the goods to Ordering party or the transportation company / courier appointed by Ordering party.

13. Liability deriving from warranty
13.1. SDX Group Sp. z o.o. holds no responsibility from warranty for defects in ordered goods
13.2. Disclaimer of warranty is ineffectual if SDX Group Sp. z o.o. kept in secret defect in the goods.
13.3. SDX Group Sp. z o.o. holds no responsibility for possible damages resulting from any defect.

14. Copyrights
14.1. Ordering party agrees that SDX Group Sp. z o.o. will make use of goods produced in advertising materials, website, as a part of exposition during fairs and as samples of the technical abilities as far as quality of labelling.
14.2. SDX Group Sp. z o.o. has the right to insert in advertising materials information concerning their service for Ordering party, unless stated differently in the agreements.
14.3. Ordering party declares that they acquired and are in possession of copyrights and related rights to all content (trade marks) on the area and field of operation allowing, according to the law, to place them on the products in strictly defined way given in the order or agreement, as well as that these are free from legal defects, do not violate the rights of third parties and do not constitute an act of unfair competition. Ordering party takes the whole liability for damages (in case of any claims towards SDX Group Sp. z o.o. by third parties in connection with the goods, Ordering party commits to satisfy claims directly or return equivalent to the amounts to SDX Group Sp. z o.o. or any other benefits which SDX Group Sp. z o.o. was obliged to fulfil to satisfy third parties. Ordering party is responsible for costs of the process incurred by SDX Group Sp. z o.o.
14.4. Ordering party authorises SDX Group Sp. z o.o. to execute copyrights and related rights, mentioned above in 14.3.,in a full range, in which they are entitled to use, only for purposes of executing an order or agreement.
14.5. All prepared and elaborated SDX Group Sp. z o.o. designs of goods constitute their property and cannot be copied or replicated, as well as be given to sub-contractors without written consent issued by SDX Group Sp. z o.o.

15. Dispute settlement
15.1. In the event of disputes between the Parties or any other disagreements or claims, Parties will try to co-operate and find solution by negotiations.
15.2. In the event of inability of reaching an amicable settlement, the Parties leave it to the court proper for SDX Group Sp. z o.o.

16. Final provisions
16.1. All the changes to the above mentioned conditions require mutual declaration of will and shall be made exclusively in writing or otherwise invalid.
16.2. Any matters not being covered by this document shall be settled by the regulations of Polish Civil Code.
16.3. Party placing order in SDX Group Sp. z o.o. headquarters accepts the above mentioned settlements, unless stated differently.

SDX Group Sp. z.o.o
Office: Nowogrodzka 31, Warszawa 00-511,Poland
Sales Department: Leśna 12, 05-092 Łomianki,Poland
Regon: 363130810, NIP: 7010523660
e-mail: biuro@sdxgroup.pl
phone: +48 22 206 38 11

© 2017 SDXGROUP. All rights reserved

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