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General Terms and Conditions of Sale and Delivery of the company JANBOX Jan Mazur effective from 08.10.2021.

 

§ 1 Scope of application of the Terms and Conditions
1. These General Terms and Conditions of Sale and Delivery (GTSD) are applicable to the sale and delivery of
deliveries of goods produced by the company JANBOX Jan Mazur with its registered office in
Buków, No. 149, 32-031 Mogilany, NIP 6791075723, hereinafter referred to as JANBOX.
2. The application of these General Terms and Conditions of Sale and Delivery shall exclude the application of the general
terms and conditions of supply/purchase applicable to the Buyer, even if their applicability
has not been disputed. Tacit recognition of the general terms and conditions of contracts of the
Buyer by implied conduct.
3. The General Terms and Conditions of Sale and Delivery are an integral part of all sales contracts
concluded by JANBOX, including the order confirmation or pro forma invoice issued
by JANBOX.

§ 2 Placing orders and concluding the contract
1. Buyer by placing an order (e-mail, fax, acceptance of a pro forma invoice or otherwise),
simultaneously accepts the commercial offer and confirms knowledge of these General
Terms and Conditions of Sale and Delivery.
2. By placing an order orally or by telephone, the Buyer accepts the risks and errors that may
result from communications of this kind (product specifications: dimensions, quantity, type of raw material, type of
packaging, palletization, etc.). The above excludes the possibility of the Buyer exercising his
right of complaint, excluding quality complaints.
3. Commercial offers issued by JANBOX are for information purposes only, in turn
samples of finished products and raw materials should be treated only as illustrative materials.
4. The contract is concluded on the basis of the Buyer’s order. The condition of validity and effectiveness
effectiveness of the Buyer’s order is its written confirmation by JANBOX (via
electronically, by fax or in writing. These GSADC shall be binding on JANBOX and the Buyer,
unless the parties conclude a separate agreement stipulating otherwise.
5. Failure to accept the Order Confirmation by JANBOX upon receipt of the Order or failure to
express acceptance by JANBOX of the Buyer’s modifications to the terms of the Order shall mean
refusal to accept the Order for execution. In this situation, the Buyer shall not be entitled to
any claims against JANBOX related to the Order sent.
Confirmation of acceptance of the Order is sent to the Buyer by e-mail, fax
or by mail
6. General Terms and Conditions of Sale are an integral part of the concluded Agreement.

§ 3. Price and Payment Terms

  1. Payment for the goods should be made within the specified number of days counted from the date of invoice issuance.
  2. The date of payment is considered the date when the amount corresponding to the ordered goods, along with any additional charges, is received in JANBOX’s bank account as indicated in the VAT invoice.
  3. In the event of the Buyer’s delay in payment for the delivered or ordered goods, JANBOX is entitled to demand statutory interest for late payment in commercial transactions and reimbursement of other costs (including court costs, enforcement costs, legal representation, and debt collection).
  4. JANBOX may make the delivery of goods conditional upon the Buyer making a prepayment if such a provision arises from the content of the order confirmation.
  5. Ownership of the goods transfers to the Buyer only upon full payment for the ordered goods. If payment is not made within the specified period, JANBOX may demand the return of the delivered goods. Additionally, JANBOX is entitled to compensation if the goods have already been consumed or damaged.
  6. In the event of a claim-related procedure, the Buyer is not entitled to withhold payment for the whole or part of the delivered goods.
  7. The price agreed upon by the Parties may be subject to renegotiation in case of circumstances causing a significant change in production costs (including the cost of raw materials, energy, labor, and others). In such a case, JANBOX shall notify the Buyer of the expected price change in writing or by email 14 days prior to the change. The Buyer should confirm the proposed price change within 10 days of receiving the notification. If the Buyer does not provide such confirmation, the agreement ceases to bind the Parties without legal consequences for JANBOX.

§ 4. Order Fulfillment

  1. The deadline for order fulfillment is determined individually and depends on the complexity of the order and other external factors beyond JANBOX’s control (such as the availability of cardboard in the market).
  2. In the event of JANBOX’s inability to fulfill the order due to force majeure, the Buyer is not entitled to seek compensation or claims for damages resulting from non-fulfillment of the order. JANBOX shall promptly inform the Buyer of the circumstances that caused the above-mentioned situation. Force majeure circumstances include disruptions in the supply of necessary materials and tools for order fulfillment, non-JANBOX-related problems in the operation of the plant, government regulations affecting JANBOX’s operations, natural disasters, and limitations or lack of electricity supply.
  3. Cutting dies necessary for order fulfillment, the cost of which is borne by the Buyer, are the Buyer’s property and are subject to storage by JANBOX unless otherwise agreed by the parties.
  4. In a situation where a cutting die is not used for a period longer than 18 months, JANBOX will send a written request by email to the Buyer for a decision on the Buyer’s collection or disposal of the cutting die. If the Buyer does not respond to the request within 30 days, the cutting die will be disposed of.
  5. Using a cutting die for a period longer than 5 years may require its regeneration. In such a situation, the cost will be borne by the Buyer.
  6. Printing plates necessary for order fulfillment are subject to storage for a period of 1 year. After this period, they lose their functional properties and must be made again. In the event of the Buyer not using the printing plates within the aforementioned period, the plates will be disposed of.
  7. Tolerance for the dimensions of produced packaging is +/- 5%, and for cardboard weight +/- 7%.
  8. Tolerance for the number of packages produced is +/- 15%.
  9. JANBOX does not guarantee color identity of the cardboard used for packaging production.
  10. The dimensions of the packaging are provided in the following order: length, width, height. The unit of measurement is millimeter. Unless otherwise agreed, JANBOX treats the dimensions provided by the Buyer as internal dimensions.

§ 5. Delivery Terms

  1. The Buyer collects the Goods from JANBOX’s warehouse unless otherwise agreed by the Parties.
  2. The Buyer is obligated to notify JANBOX of any change in their registered office or delivery address. Failure to do so will result in deliveries to the address specified in the agreement, order, or other documents being considered effective.
  3. If the Buyer is unable to receive or take delivery of the Goods within the agreed-upon time due to reasons on their part, the Goods will be stored in JANBOX’s warehouse or in warehouses belonging to other entities. In such a situation, the costs and risks of storage are borne by the Buyer.
  4. Storage costs, in the event described in § 4, point 3, are calculated starting from the 15th day from the planned delivery date and amount to 0.3% of the net value of the Goods per day for storage periods from 15 to 20 days, and 0.5% of the net value of the Goods per day for storage periods exceeding 20 days.
  5. The quantity of Goods delivered by JANBOX may differ from the ordered quantity by +/- 10% for each product item. Such delivery will be considered as the proper fulfillment of the provisions of the Agreement, and the Buyer is obligated to accept the Goods.
  6. The delivery dates specified in the order confirmation are for informational purposes only. Any delay on JANBOX’s part does not entitle the Buyer to claim compensation or terminate the agreement. Nevertheless, JANBOX will make every effort to fulfill orders within the agreed-upon deadlines.
  7. JANBOX has the right to withhold the delivery of Goods in the event of delays by the Buyer in making prepayment or full payment for the Goods or delays in payment for previously delivered Goods.
  8. Partial deliveries are permitted.
  9. Each delivery is confirmed by the signature of authorized representatives of both parties on the document serving as proof of delivery.
  10. If JANBOX fulfills a previously arranged delivery, and the Buyer indicates the inability to accept the ordered Goods, the Buyer is responsible for transportation costs in both directions.
  11. In the case of transportation carried out by external companies, JANBOX is not liable for any delays.
  12. The Goods are delivered on returnable pallets, unless otherwise agreed by the parties.
  13. In the event of failure to return the pallets for a period longer than 3 months, the Buyer will incur costs amounting to PLN 35 per pallet and PLN 100 per EURO pallet, respectively.
  14. In the case of deliveries made under the “Open Order” mode (i.e., production based on an order and delivery based on the Buyer’s call-off), the maximum storage time for the packaging at JANBOX’s warehouse is 30 days from the date of placing the Open Order unless otherwise agreed by the Parties. If the Buyer exceeds this time limit, JANBOX, in consultation with the Buyer, may apply one of the following alternative solutions: a) Send the entire stored quantity of Goods to the Buyer along with an invoice. b) Transfer ownership of the Goods to the Buyer, issue an invoice, and continue to store the Goods at the Buyer’s expense, which will be calculated in accordance with § 4, point 4.

§ 6. Complaints

  1. Complaints are submitted by the Buyer in writing.
  2. Upon receipt of the ordered Goods, the Buyer is obliged to check the quantity of the Goods against the shipping documents and the placed order. In case of quantity discrepancies or transport damages, the Buyer is required to submit a written statement.
  3. In the event of damage to the Goods during transport, such occurrence should be documented by an annotation on the delivery document and signed by the delivering driver.
  4. Complaints submitted by the Buyer after a period of 14 days from the date of delivery are not accepted by JANBOX.

§ 7. Liability of the Parties

  1. The Buyer is responsible for the accuracy and completeness of the data contained in the order or documentation provided to JANBOX.
  2. JANBOX is not liable to the Buyer for any lost profits or any other damages resulting from the non-performance of the agreement/terms or their improper performance.

§ 8. Force Majeure

  1. The Parties have the right to refrain from Delivery or receipt of the Goods in cases of force majeure. Force majeure shall be deemed as an external and independent event such as accidents and breakdowns in the production facility, power network failures, labor disputes, extreme weather conditions that clearly prevent the performance of the Parties’ obligations. In such cases, the Parties shall not make any claims against each other.
  2. JANBOX is not liable for non-performance or delayed performance if such non-performance or delay is caused by the interruption of the Goods’ production process.

§ 9. Final Provisions

  1. The governing law for these terms and agreements between the parties is exclusively Polish law. In matters not regulated by the provisions of these terms, the provisions of the Civil Code shall apply accordingly.
  2. In the event of contracts and purchasing terms being prepared in both Polish and a foreign language, the authentic language of the contract is Polish. In case of discrepancies between the Polish version of the agreement and the foreign version, the wording of the Polish version shall prevail.
  3. All offers, confirmations, and Agreements shall be subject to and interpreted in accordance with Polish law.
  4. Any changes to these Terms and changes to agreements between the parties require written form for their validity.
  5. Any disputes arising from these terms and agreements based on them shall be settled by the competent courts with jurisdiction over JANBOX’s registered office.
  6. Notifications intended for the Seller and the Buyer shall be delivered to the respective addresses indicated on the Seller’s invoice.