General Sales Conditions of Polipaks

Contents

1. Application of the Sales Conditions

1.1. These General Sales Conditions (“GSC“) shall apply to all sales transactions concluded between POLIPAKS SIA, registration No. 40003283415, legal address: „Malkalni”, Vetras, Marupe district, LV-2167, Latvia (“Seller“) and its client as the buyer („Buyer”) where GSC have been referred to in the relevant Order confirmation by the Seller, price offer or any other notification sent by the Seller to the Buyer. Conflicting or divergent terms of purchase or other restrictions of the Buyer will not be accepted unless and to the extent the Seller has given express written consent in each individual case.

2. Orders

2.1.  Unless the Seller provides otherwise, any sales offer presented to the Buyer by the Seller shall be valid for 30 (thirty) days from the date of presenting it to the Buyer. Any such sales offers shall not be biding sales offers but offers for the potential Buyer to place an order.
2.2. The order sent to the Seller by the Buyer must be in a written form and contain detailed information on ordered products and other conditions required by the Buyer, which will be described in Annex 1.
2.3.  An acceptance of the order by the Seller requires a written confirmation by the Seller. The Seller is entitled to accept the order with remarks concerning ordered products of which the Seller shall inform the Buyer immediately and such acceptance will be considered a contra offer. Accepted order by the Seller shall be treated as the purchase-sale contract.
2.4.  The fact of accepting the order shall not bind the Seller if due to circumstances beyond its control, in particular raw material supply, third party activity or force majeure, delivery and sale is impossible or excessively difficult. The Seller reserves the right to make alterations to the price and delivery time specified in the order, should this prove necessary for reasons beyond his control. The Seller reserves the right to add handling costs for small deliveries.
2.5.  Acceptance of the order shall not be binding for the Seller if total liabilities of the Buyer with respect to the Seller have surpassed the amount of a business loan which might have been granted to the Buyer by the Seller, or if the Buyer delay with payments for the Seller of any dues.
2.6.  If the Buyer orders goods non present in standard catalogue, the Seller may require from the Buyer to pay an advance up to 30% of the gross value of the ordered goods and to provide an annual binding forecast as described in Annex 4.
2.7.  If the Buyer insists that any of production processes (artwork adaptation, colour separation (LEN file), print plates production etc.) is performed by himself or any third party, the Buyer accepts and is obliged to comply with the respective cooperation and liability model as described in Annex 2.
2.8.  Buyer is obliged to comply with Seller’s Requirements for the Artwork (graphic files) described in Annex 3 to ensure high standards of flexo-print. Seller is exempt from any liability when these artwork requirements were not met.
2.9.  The artwork and any technical documentation or files that Seller creates for performance of contract remains with Seller and can be transferred to the Buyer only upon payment of a respective fee for creation of such information. If the aforementioned information is not required by the Buyer, the Seller destroys it within 18 months since the last usage of it.

3. Prices and Payment Conditions

3.1.  Current prices for goods are defined in the Sellers’ offers presented to the Buyer unless the parties agree otherwise.
3.2.  The final price for goods is determined in the written confirmation of the order sent by the Seller to the Buyer. Given prices are always considered as net prices to which the value added tax shall be added in accordance with currently obligatory rate.
3.3.  The term of payment is 14 day’s net from the date of the invoice, unless agreed otherwise.
3.4.  Seller provides storing of print plates without additional cost for 18 months from last production order of the particular design artwork. After 18 months from last production Buyer can choose from 3 options: a) make delivery of the print plates to the Buyer’s premises; b) Seller continues to keep print plates for additional charge of 20 EUR + VAT per month; c) if none of options “a” and “b” is chosen by the Buyer Seller will destroy the print plates and for the next production order Buyer will be charged for new production of the print plates. Buyer is obliged to keep track of the term stated in this clause as no additional warning shall be sent to the Buyer at the expiry of 18 months term.
3.5.  If the Buyer does not pay its dues in the indicated time, the Seller is entitled to suspend the realization of subsequent orders until the Buyer settles all the delayed payments.
3.6.  Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery or deemed delivery of the goods in accordance with clause 4.1. Notwithstanding clause 3.6, the title to the goods shall not pass to the Buyer until the Seller has received in full the invoice value of the goods supplied to the Buyer.
3.7.  In case when the delay in payment is over 10 calendar days, the Seller may: (a)require from the Buyer to pay a contractual fine for non-fulfilment in the amount of 5% of the net price of ordered and uncollected goods, and/or (b) keep the ordered goods in its warehouse and charge the Buyer with the warehousing costs since the day of confirming to the Buyer of the readiness of the ordered goods for the shipment.
3.8.  In case when the delay in payment is over 30 calendar days, the Seller may: (a) withdraw from the contract, and/or (b) require from the Buyer to pay a contractual fine for non-fulfilment in the amount of 10% of the net price of ordered and uncollected goods, and/or (c) keep the ordered goods in its warehouse and charge the Buyer with the warehousing costs since the day of confirming to the Buyer of the readiness of the ordered goods for the shipment.
3.9.  The day of making payment shall be the one in which a given amount appears on the bank account of the Seller. In case of missing the payment date the Seller may claim from the Buyer the payment of interests according to the regulations of law.
3.10. If there is a justified reason to think that the Buyer shall not fulfil its financial obligations, the Seller may demand the payment of part or whole amount of ordered goods or to give specific guarantees or securities before production of ordered goods.
3.11. Submission by the Buyer of possible reservations, remarks or complaints and their consideration shall not stop the course of the payment date or any other obligations like the pick-up of the ordered goods.
3.12. If following the conclusion of a contract there shall be introduced any unpredicted additional costs, e.g. in the price of the raw material (by more than 2%), any public or legal charges, changes of the exchange rates, the Seller is entitled to adjust the prices of the goods accordingly, even if it has not been included in the contract between parties or any other offer, but only after informing the Buyer about the above changes.
3.13. In case of manifest erroring price offer or price confirmation, the Supplier is free to adjust the price to the price that was actually applicable at the time the order was accepted by the Seller.

4. Deliveries

4.1.  Parties agree that delivery term used shall be stated in the respective order confirmations (according to Incoterms 2020). A conventional package for transportation, which is in accordance with the terms of delivery, is included in the price, unless agreed otherwise.
4.2.  Delivered goods shall be in conformity with the order placed by the Buyer and its purpose and shall be packed according with the Seller’s document “Company’s technical specification” (“TS”) added as Annex 3 and product specification in a way allowing safe transportation and usage (unless parties agree otherwise).
4.3.   Cost of packaging different from that defined in the TS shall be incurred by the Buyer.
4.4.  Additional costs of requested insurance of the goods for the period of transportation shall be incurred by the Buyer.
4.5. The Buyer shall be obliged to inspect the state of the shipment, the quality, quantity and assortment of the delivered goods immediately after the delivery. The Buyer shall make reservation on a CMR issued by the Seller. In case of any objections the Buyer shall make the required annotation in writing on a CMR. Failing to report any objections shall be deemed as confirmation that the goods have been delivered properly, that their condition and quantity are correct and in accordance with the order.
4.6.  If due to any reason the immediate inspection of the delivered goods proves to be impossible, the inspection shall include at least the consignment note, quantity of goods, state of packages, data concerning marking of the goods, as well photos as damage visible on the outside. Full inspection of the goods delivered should be carried out no later than during the unpacking of the goods, but before they are processed.
4.7.  In case the Seller finds that the delivery deadline specified in the contract cannot be kept, the Seller shall notify the Buyer about this fact without undue delay with concurrent specification of the assumed date of delivery of the whole order or its part.
4.8.  In case of delivery date is deferred for reasons, which are not attributable to the Seller, in particular circumstances assumed in the contents of the GSC, the Seller may postpone the delivery and shall not be held responsible for any consequences of such postponement.
4.9.  In case of not picking up the goods by the Buyer within 7 days from the confirmed date of readiness of the goods (if applicable according to the agreed Incoterms), the Seller may ship the goods via a shipper of its own choice. In case of such delivery, the delivery costs shall be added to the invoice for the goods.
4.10. The time of picking up the ordered goods from the Seller’s warehouse shall be determined by the Seller, unless parties agree otherwise.
4.11. Signing of CMR by the Buyer is mandatory. Entering the date of receiving the goods in CMR is mandatory. Buyer is obliged to pay a contractual fine in amount of 100 EUR per each breach of this clause, and the Seller is entitled to deduct the calculated contractual fine from the payments received from the Buyer.

5. Technical documentation, quality and tolerance

5.1.  Upon respective request of the Buyer or at Sellers discretion, the Seller has to provide to the Buyer TS, Technical Data Sheet (“TDS”), Product specification (if special parameters different from TS or TDS), Declaration of Conformity (“DoC”) and other Declarations. The Buyer is prohibited to use such documentation for any other purposes than for the fulfilling of the contract and may not reproduce, copy or convey in any manner such documentation to third persons without a separate written consent of the Seller.
5.2.  The Seller shall make its best effort to ensure that the goods are free from defects resulting from faulty workmanship and use of defective materials. Quality of the goods only refers to the quality, grade and properties described in the Seller’s technical documentation. Any public comments, recommendations or advertising shall not constitute any quality data concerning the goods purchased.
5.3.  Quantitative tolerance of the order is allowed and determined in the TS. The above mentioned shall not be regarded as non-conformities of the goods.
5.4.  Technical tolerances concerning the physical and mechanical qualities of goods are allowed. The above- mentioned is determined in the TDS, and shall not be regarded as non-conformities of the goods.
5.5. Technical tolerances concerning geometrical dimensions of goods are allowed. The above- mentioned is determined in the “Company’s technical specification” (TS) or in Product specification, and shall not be regarded as non-conformities of the goods.
5.6.  Defective products in amount up to 2% of the total order are allowed.
5.7. Unless specifically indicated by the Buyer, the Seller establishes good’s parameters in accordance with its technical documentation and, where such parameters are not set, upon its discretion.
5.8. The Seller is entitled to mark packaging of goods and labels with a trademark or other mark and an identification number.

6. Claims, guarantees and responsibilities

6.1.  Guaranteed technical parameters and quality of goods are determined in TDS, Product specification and DoC.
6.2.  The Buyer is not entitled to make any claims in case of not full-filling storage and usage conditions determined in the TDS/TS and DoC.
6.3.  The terms for submitting claims to the Seller shall be as follows: (a) Claims concerning any visual damages of transportation units and packaging and amount – immediately after receipt of the goods by the Buyer; (b) Claims concerning non-visual damages – within 7 days from receipt of the goods by the Buyer; (c) Claims concerning the quality of the goods – within the period of expiration specified in the TDS.
6.4.  Any claim concerning damage or shortage of the delivery shall be investigated on condition that reservations on CMR have been made by the Buyer, signed by the driver and delivered to the Seller. Investigating mechanical damages of the delivered goods due to improper delivery, loading or unloading processes shall be possible only if the Buyer delivers to the Seller a damage report and reservation on CMR signed by the Buyer and the driver delivering the goods together with photographs justifying the damages. The Seller must be informed about the claim immediately upon unloading. The Seller receives written statement relative to the damages within 7 (seven) days from the delivery date.
6.5.  Claims shall be made in writing and include information concerning claimed delivery, release document issued by the Seller, product labels, photo from claimed goods and Seller batch number , marked on the label of the goods. Each claim shall also include exact quantity of claimed goods and precisely described reason for the claim. In case the Buyer should fail to deliver the required documents and evidence within the stated period of time, any claims shall not be investigated.
6.6.  Until a claim is settled, the Buyer shall store and secure claimed goods in accordance with the TDS. In case when the claimed goods suffer damages during the period of investigating and settling a claim such goods shall not be taken into consideration of the claim.
6.7.  The claimed goods shall not be returned to the Seller without its prior consent in writing.
6.8. The Seller’s liability for defects of the ordered goods shall be limited to the actual unprocessed claimed quantity. The Seller holds no responsibility of processed goods. The Seller shall not be liable to the Buyer or the third party for any other cost, damage or loss.
6.9.  The Seller shall be held responsible for covering the costs of no more than full purchase price paid by the Buyer to the Seller.
6.10. The Buyer shall make available to the Seller samples of the claimed goods necessary to carry out evaluations, allow measurement and laboratory testing. In case the Buyer refuses to provide the required samples the Seller shall be released from the responsibility of investigating the claim.
6.11. Claims shall be investigated without undue delay but no longer than 30 (thirty) days since receiving all required documentation. The claim investigation period starts from the moment of submitting by the Buyer all required documents and materials (including samples if needed by the Seller), as well as conducting preliminary procedure (inspection of the Buyer’s facility if needed by the Seller).
6.12. In case a claim is deemed unjustified the Buyer may, on its own and at its own expense, commission an independent accredited laboratory to carry out arbitration testing. Sample collection for the testing has to be carried out in the presence of the Seller’s representative. Laboratory testing on samples collected without the participation of the Seller’s representative shall be deemed unreliable.
6.13. In case of deliveries when transport is arranged by the Buyer, the Seller’s workers are entitled to refuse to load the goods in case of stating bad vehicle condition or when the means of transport is unsuitable to carry the goods. The Buyer shall be incurred for any possible repacking, reloading of the goods or for organizing a proper means of transport.
6.14. Reporting claims does not release the Buyer from his liabilities of settling payments for the goods in full amount in the prescribed time limit.
6.15. In case a claim is justified the Buyer is entitled to return the claimed goods to the Seller and demand new, free of defects goods in a given period of time or to demand a payback for the claimed goods after the claimed goods return to the Seller. In case when the shipment of new goods is impossible or excessively difficult or when the overall costs of the shipment is disproportionately high the Seller shall pay back the amount of the defected goods without the need to receive the defected goods back from the Buyer.
6.16. Upon necessity the Seller provides support visit of Seller’s technical specialist at Buyer’s plant. If such visit is requested by Buyer, the Buyer shall pay a fee of 50 EUR per hour and cover all technical specialist’s traveling costs (hotel, flight and other transport etc.). Seller is entitled to request an advance payment prior to such visit. In the event the Seller deems it necessary to have technical specialist’s visit at Buyer’s plant at Seller’s expense, the Buyer is obliged to provide the specialist with the necessary information and access rights.

7. Settlement of disputes

7.1.  Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled in the district court of the Seller’s domicile.
7.2.  GSC apply to all transactions between the parties on the basis of which the Seller sells and the Buyer buys goods and it is subject to Latvian law, excluding the conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

8. Others

8.1.  Parties agree that all invoices are sent to other party in electronic form to the e-mail address indicated in the contract and without a physical signature. The parties agree that an electronic invoice (“E-invoice”) shall be considered as delivered to the Buyer and the Buyer has received it within 1 (one) business day as of day, when it has been sent to the e-mail address of the Buyer indicated in the contract. The Buyer undertakes to notify the Seller to the e-mail address: sales@polipaks.com, if the e-mail address to which E-invoice should be sent is changed.
8.2.  Parties agree that shipment documents such as CMR or others that by any reason were not signed at the date of delivery are sent to the Buyer in electronic form to the e-mail address indicated in the contract. The parties agree that such shipment document shall be considered signed on the day of the delivery as specified by the Seller. If the delivery date is not marked on CMR, the Seller specifies the date to the Buyer. If the Buyer does not agree, he corrects the date in the e-mail within 1 (one) business day as of day, when it has been sent to the e-mail address of the Buyer indicated in the contract. The Buyer undertakes to notify the Seller to the e-mail address: sales@polipaks.com, if the e-mail address to which shipping documents should be sent is changed.
8.3.  In the event that Buyer becomes aware that it will or may undergo an event where (a) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in it (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in Buyer (“Party’s Parent”)) to a single transferee or multiple transferees under common control, or (b) any transaction that would result in a Buyer’s (or Party’s Parent’s) merging with one or more other entities (“Change of Control”), within the following three months, the Buyer will notify the Seller without delay after it becomes so aware. Together with such notification, the Buyer will supply the Seller with sufficient information to allow the Seller to reasonably assess the impact that such Change of Control may have (a) on Buyer and/or any person or entity that directly or indirectly controls, is controlled by, or is under the common control of the Buyer (“Affiliate”), (b) on the Buyer’s creditworthiness, and (c) on the Buyer’s ability to perform its obligations under the contract.
8.4.  In the event that Seller concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in Buyer and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates, (b) that the Buyer’s creditworthiness may be reduced; and/or (c) that the Buyer’s ability to perform its obligations under the contract may be negatively affected, then the Seller may (but is not obliged to) terminate the contract forthwith upon notice to the Buyer. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination.
8.5.  The parties shall maintain confidence with respect to business, economical and technical information as well as shall not disclose any of this information to any third party.
8.6.  Disclosure of any data such as press marketing information or the usage of Seller’s trademarks requires prior written consent of the Seller.
8.7.  Both parties are entitled to be released from liability under the present GSC due to circumstances which prevent the fulfilment of a contract or any other transaction and which are beyond its control, like force majeure, industrial disputes, state of war, fire, embargoes, strikes, shipper delays, pandemics, etc. The Seller holds no responsibility for Buyer’s or any agent’s activity due to which the realization of a contract is impossible or excessively difficult. If, due to the above circumstances, the contract or transaction cannot meet the delivery deadline, each of the parties may terminate its realization at point where its realization became difficult to fulfil.

Annexes

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