Terms of cooperation

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General Terms and Conditions [GTC] of Reflex-Polska Sp. z o.o.
§1

Definitions

  1. Reflex-Polska- Reflex-Polska Spółka z o.o (Reflex-Polska Sp. z o.o.) with its registered office at 27 Kokotek Street in 41-700 Ruda Śląska, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court in Gliwice, 10th Commercial Division of the National Court Register under the number KRS: 0000039180, holding the following tax identification number (NIP): 629 199 67 91.
  2. Customer identification data - true and current details of the Customer necessary to complete the Order and verify the Customer, in particular: the Customer's full name, the Customer's address, the Customer's valid tax identification number for the purposes of value-added tax (VAT number), the Customer's number in the relevant business register (if applicable) and the name of the register, the Customer's e-mail address, the Customer's contact telephone number.
  3. Business Day - means a weekday from Monday to Friday, excluding public holidays in Poland;
  4. Written Form - the following forms of declarations of will adopted in these General Terms and Conditions: via electronic mail (e-mail), fax or traditional letter form (registered mail).
  5. Customer - each natural person, legal person or organizational unit without legal personality, having legal capacity to be a party to the Agreement, registered in accordance with Polish law or law of another country as an entrepreneur, being an active taxpayer of tax on goods and services, who places an Order from the Reflex-Polska Trade Offer and wants to conclude an Agreement with Reflex-Polska for the purchase of Goods, for purposes connected with his/her business or professional activity.
  6. General Conditions of Business with Reflex-Polska (General Conditions, GTC) - this document containing the provisions applicable to placing an Order with Reflex-Polska, specifying the principles of cooperation, including the principles of concluding the Contract and the mutual rights and obligations of the parties to the Contract, constituting an integral part of the Contract concluded between Reflex-Polska and the Customer.
  7. The Commercial Offer - the goods offered for sale by Reflex-Polska, in particular those specified in the product catalog and on the website www.reflexpolska.com, as well as Reflex-Polska services offered on this website. The contents of the catalog and of the website constitute an invitation to submit purchase offers by Customers and do not constitute an offer within the meaning of the Civil Law, including in particular Articles 66, 661 and 543 of the Civil Code.
  8.  Contract - determination of the essential terms and conditions of sale of the Goods or their delivery between Reflex-Polska and the Customer (contracting parties), i.e. on the basis of the provisions of these General Conditions, on the basis of the Order and on the basis of the Order Acceptance.
  9. Goods(s) - object(s) and/or service(s) specified in the Reflex-Polska Trade Offer; services include, in particular, services for designing and personalising bags.
  10. Order - the Customer's order constituting his binding offer to purchase the Goods under the terms of the Trade Offer, placed in writing. The Order should contain the data necessary for its implementation by Reflex-Polska, in particular: the current Identification Data of the Customer and accurate definition of the subject of the Order, as well as information enabling the proper performance of the service.
§2

Scope of application of GTCs

  1. These General Terms and Conditions [GTC], established on the basis of art. 384 and subsequent articles of the Civil Code, apply to contracts for the sale of goods and/or services concluded by Reflex-Polska Sp. z o.o. with contractors (Customers) who conclude these contracts exclusively for the purpose directly related to their business activities,
  2. These Terms and Conditions [GTC] are an integral part of all sales and delivery agreements and apply to orders confirmed by Reflex-Poland.
  3.  If specific provisions, excluding or modifying the General Conditions, are agreed upon in a specific Order and in the acceptance of the Order by the parties to the Agreement, these specific provisions shall bind the parties only to the extent of the specific Agreement, unless otherwise expressly stated by Reflex-Polska.
  4. Except for persons authorized to represent Reflex-Polska in accordance with the company's representation principles, including members of the Board of Directors, proxy or attorneys-in-fact with valid and express authorization in writing, no employee of Reflex-Polska is authorized to depart from the provisions of these General Business Conditions, to change them or to agree on different provisions.

     

§3

Commercial offer, order, acceptance of general conditions and conclusion of contract

  1. When placing a first Order with Reflex-Polska, the Customer is obliged to provide the following documents along with the Order:
    1. urzędowe zaświadczenie z właściwego rejestru przedsiębiorców (np. w Polsce z rejestru przedsiębiorców Krajowego Rejestru Sądowego lub z Centralnej Ewidencji i Informacji o  Działalności Gospodarczej);
    2. official certificate of assignment of a tax identification number (NIP) - VAT number or VAT-EU number in the case of entrepreneurs from outside Poland;
    3. in case of a natural person running business activity, this person should additionally send a signed statement with the indication of the Polish PESEL number (if he or she is obliged to have it) and with the indication of the current address of residence (which should be updated in case of its change
  2. Placing, changing or cancelling the order shall be made in writing (letter, fax, e-mail) under pain of nullity of such action. The order should be authorized by persons allowed to represent the Buyer in accordance with the statute or pursuant to a power of attorney granted.
  3. The customer is solely responsible for the correct and clear definition of the subject of the Order. In the event of an ambiguous content of the Order, Reflex-Polska shall not be liable for the execution of the Order contrary to the intention of the Customer, but in a manner consistent with the content of the Order (within the grammatical meaning of the text of the Order); this limitation of liability also includes the methods of Order fulfillment by Reflex-Polska and the properties of the Goods that result from the provisions of generally applicable law.
§4

Collection of goods by customer / delivery of goods to customer

  1. Unless the Contract provides otherwise, the Customer shall be obliged to collect the ordered Goods from the Reflex-Polska warehouse located in Ruda Śląska at 27 Kokotek Street on a date agreed in the Contract using his own transport, between 8.00 am and 3.00 pm.
  2. In the case of an Order which also includes delivery of Goods to the Customer, Reflex-Polska sends the Goods via a courier/ forwarding company with which it cooperates, adding the cost of delivery, which is charged to the Customer. The cost of delivery depends on the number of packages and is each time determined and confirmed to the Customer in the Order Acceptance.
  3. Delivery of Goods to the Customer may be made on preferential terms determined by individual negotiations.
  4. Goods issued or sent to the Customer are not subject to return or exchange, except in cases specified in § 7 "Complaints and responsibilities of Reflex-Polska".
  5. If the Goods are not collected by the Customer within the period specified in the Contract:
    1. Reflex-Polska - if possible - may store the Goods at the Customer's expense and risk (the risk of accidental loss and damage to the Goods shall pass to the Customer at the time when, in accordance with the contract, the Customer was to collect the Goods).
    2. Reflex-Polska shall also be entitled to charge and recover from the Customer a contractual penalty in the amount of:
      1. 20% of the gross value of the unmarked Goods ordered,
      2. 70% of gross value of the ordered Personalized Goods (in connection with the Order including personalization service), and the Customer undertakes to pay the contractual penalty within 7 days from the date of calling for payment. Payment of the contractual penalty does not deprive Reflex-Poland of the right to claim damages on general terms.
  6. The risk of accidental loss or damage passes to the Buyer at the time of delivery of the product, and in the case of the use of a courier / freight forwarder, at the time of delivery of the order to the courier / freight forwarder.
§5

Prices and discounts

  1. All prices quoted by Reflex-Polska, including the price of the personalisation service, are net prices and are valid assuming delivery of the Goods from the Reflex-Polska warehouse - Reflex-Polska Sp. z o.o. warehouse. (at ul. Kokotek 27, 41-700 Ruda Śląska). The prices do not include: value added tax (VAT), transport and insurance costs, customs duties and other taxes and public and legal fees resulting from the purchase of the Goods by the Client and the performance of the Contract.
  2. Prices at Reflex-Polska are expressed in Polish zloty unless a different currency (in particular EURO) is stated in the Agreement or the price lists.
  3. In the event that after placing the Order there is a significant increase in costs resulting in particular from an increase in suppliers' prices or currency exchange rate fluctuations, Reflex-Polska shall be entitled to withdraw from the Agreement concluded with the Customer within 30 days of becoming aware of the aforementioned change in prices and actual financial conditions for the execution of the Order, unless the parties to the Agreement agree on new price conditions for the execution of the Order. Significant increase of costs referred to in the preceding sentence shall be understood in particular as a situation when the price of the Goods and their possible delivery specified in the Agreement does not cover the costs Reflex-Polska incurred to execute the Agreement. Reflex-Polska (to the greatest extent permissible) shall not be liable for any damage to the Customer (in particular lost profits and indirect damage) resulting from the non-performance of the Order on the original terms.
§6

Payment terms

  1. Payments shall be made on the basis of a VAT invoice issued by Reflex-Polska upon delivery of the Goods to the Client and shall be payable on the terms and conditions set out below (unless the parties have expressly stated other terms of payment in the Contract):
    1. For the first three Orders placed by the Customer, payment is made in cash or by prepayment.
    2. With the fourth Order and previous purchases of not less than 5000 zł net value for orders within Poland and 5000 EURO for orders outside Poland, a deferred payment is possible; payment is then made by transfer to the designated bank account of Reflex-Polska within 21 days of the VAT invoice. At the same time Reflex-Poland will set a limit for orders with a deferred payment period; once this limit has been exceeded the customer must make payment as above.
  2. The date of payment by bank transfer is the date on which the funds are credited to Reflex-Polska's bank account. Costs related to the transfer are borne by the customer.
  3. When concluding the Contract the Customer is obliged to provide accurate data necessary for issuing a correct VAT invoice. Reflex-Polska is not responsible for issuing VAT invoices which do not correspond to the details provided by the Customer. In the event that damage is incurred as a result of a defective VAT invoice being issued for reasons relating to the Customer (and in particular if Reflex-Polska has to pay VAT which should have been paid by the Customer outside Poland), the Customer shall pay Reflex-Polska a contractual penalty in the amount of the tax paid or other costs incurred by Reflex-Polska, provided that if damage is incurred which exceeds the amount of the contractual penalty, the Customer shall also be obliged to pay compensation on general principles.
  4. Reflex-Polska may, from time to time, make the execution of an Order subject to an advance payment of a certain amount or a percentage of the Order value.
  5. Customers receive a fixed discount on the Goods, except for the Goods indicated by Reflex-Polska, which are not entitled to a fixed discount. The amount of the fixed discount is subject to individual agreement and is determined on the basis of the volume of the Customer's purchases and the history of cooperation with the Customer.
  6. In the event of non-fulfilment by the Customer of the terms of the Contract, in particular financial terms, Reflex-Polska is entitled to withdraw any privileges granted to the Customer (discounts, rebates, deferred payments) and to withhold the release of the Goods, including the next batch of Goods, without being liable for non-performance or improper performance of the Contract, to the greatest extent permissible.
  7. The Customer consents to the sending of electronic invoices by Reflex-Polska to the Customer's e-mail address, subject to the regulations currently in force in this regard - the consent is given in the form of a declaration, the specimen of which is attached [GCTC].
§7

Complaints, warranty / responsibility of Reflex-Polska

  1. Goods qualified as damaged or inconsistent with the Order shall be subject to complaint.
  2. Defects in a part of the delivered Goods do not entitle to claim the whole of the ordered Goods.
  3. The Client is obliged to check the ordered Goods and report a complaint immediately after receiving them, however no later than:
    1. within two working days in terms of quantity
    2. within five working days in terms of quality
    3. within one month in the case of hidden defects, which could not be discovered with all due diligence, within five working days from the date of receipt and make a claim within this period.
  4. The notification should be made in writing (which means that the notification should be sent by mail, e-mail or fax) using the complaint form attached as an appendix [GCTC].
  5. The Customer should send back the Goods in question only after agreeing with Reflex-Poland the manner and date of shipment. Dispatch of the Goods by the Customer without prior notification of complaint or without agreeing on the method and date of dispatch, entitles Reflex-Polska to refuse to accept the dispatch or to charge the Customer with the costs of dispatch. After expiry of the time limits specified in Section 3 § 7, the Customer's rights under warranty for defects of the object of the contract expire.
  6. Reflex-Polska will respond to the complaint within 14 days of receiving the complaint.
  7. A claim will not be accepted if:
    1. The Merchandise has been altered (processed) or treated by the Customer or by a third party (e.g. engraving, printing, embossing, repairs, other physical interference), unless hidden defects are revealed in the Merchandise, reported within the period specified in Section 3 § 7;
    2. was filed after the deadlines set forth in Section 3, Paragraph 7;
    3. the quality of the Goods is consistent with the Goods samples available from Reflex-Polska at the time the Customer places the Order;
    4. The Customer has damaged the Goods in such a way that it has improperly used the Goods in a manner inconsistent with their properties or intended use, including failure to follow operating or maintenance instructions, disassembled the Goods into parts or overloaded them, or if the Customer or a third party has physically interfered with the Goods in a manner inconsistent with their intended use;
    5. the defect refers to the Goods out of catalogue, delivered on a special Order, if the Goods are consistent with the content of the Order and the Contract.
    6. The Goods are not faulty but are not in accordance with the Customer's expectations, of which the Customer did not inform Reflex-Polska when placing the Order,
    7. The Goods differ slightly in color, appearance, packaging, or other characteristics from other lots of the Goods, and these characteristics do not affect either the quality or the usefulness of the Goods.
  8. In the case of accepting the complaint, Reflex-Polska will, at its own discretion and expense, repair or replace the Goods with new ones, and if repair or replacement of the Goods with new ones would be impossible or excessively difficult (including uneconomic) Reflex-Polska will issue to the Client a correcting VAT invoice and will reimburse the gross value of the defective Goods to the Client within 7 days from the date of receiving a correcting VAT invoice duly signed by the Client.
  9. Filing a claim does not interrupt or suspend the period of payment for the Goods.
  10. Upon resale or transfer of the Goods to a subsequent customer, liability for any defects in quality and quantity shall be assumed entirely by the Customer.
  11. Reflex-Polska bears liability for defects of the Goods limited to the value of the defective Goods, i.e. only to the amount of their price and only towards the Client.
  12. The limitations of liability of Reflex-Polska set out in these General Terms, including the exclusion of liability of Reflex-Polska in relation to third parties, shall apply unless otherwise stipulated by generally applicable law - i.e. in the broadest legally admissible scope.
§8

Export/import license

  1. Goods supplied by Reflex-Polska Sp. z o.o. Goods are intended for use and consumption in the country of delivery indicated by the Customer. The export of Goods as defined in the Contract is generally subject to the export regulations of the Republic of Poland or any other country of delivery agreed with the Customer or arising from mandatory legal provisions. In particular, the Customer shall be obliged to independently obtain information on the relevant regulations relating to export of the Goods to third countries.
§9

Confidentiality

  1. The parties to the contract are obliged to keep secret all information obtained during the performance of the contract. This restriction does not apply to publicly available information or information that must be disclosed by the party on the basis of legal provisions at the request of a competent state authority within its competence.
  2. Each party shall be entitled to communicate information to persons with whom it formally interacts only for the purpose, at the time and to the extent necessary for the performance of the Agreement.
  3. Confidentiality will be maintained by the parties even after the termination of the Agreement, regardless of the reason for its termination.
§10

Copyrights

  1. In a situation where it is necessary for Reflex-Polska to use any intellectual property rights, including but not limited to copyrights or industrial property rights (e.g. trademark, utility model, etc.), images or rights arising from personal rights and other - the Customer who made the objects of these rights available to Reflex-Polska in any way in order to perform the Agreement is solely responsible for respecting these rights, rules and controlling their use. Reflex-Polska does not exercise such rights except in the name and on behalf of the Customer for the performance of the Contract.
  2. The Customer declares that it is entitled to all the intellectual property rights necessary for the execution of the Agreement, including in particular copyright or industrial property rights, which are to be used in the execution of the Agreement. If requested by Reflex-Poland, the Customer will demonstrate that it has the right to dispose of the intellectual property rights to be used in the performance of the Agreement. If the Customer fails to demonstrate these rights, Reflex-Polska is entitled to terminate the Agreement without notice with immediate effect or to withdraw from the Agreement within 30 days of receipt of the request by the Customer, and the Customer will be obliged to reimburse Reflex-Polska for expenses incurred up to that time in order to perform the Agreement.
  3. If the rights of third parties are violated as a result of the execution of the Contract by Reflex-Polska, the Customer shall indemnify Reflex-Polska under this Contract against all claims of such third parties which may arise from the use of third parties' intellectual property rights in the execution of the Contract, and any liability arising therefrom shall be borne solely by the Customer.
  4. If third parties file a claim against Reflex-Polska, the customer undertakes to pay for legal defence by a professional lawyer who may also be engaged by Reflex-Polska, to participate actively in the defence of the claim (possibly also in the settlement of the claim) and to satisfy without delay any legally valid third party claims and to indemnify Reflex-Polska against any liability to third parties.
§11

Final provisions / amendments to GTC

  1. Capitalized terms used in the Agreement shall be understood as defined in § 1 of the GTC. The term "in particular" means that it is followed by an exemplary enumeration.
  2. The Agreement shall be interpreted in accordance with the provisions of generally applicable law in Poland. In cases of doubt, the Parties shall interpret the Agreement in a manner that as closely as possible approximates the legal and economic sense of the provision or part thereof that is legally questionable or unclear, with a view to ensuring undisturbed and legally compliant performance of the Agreement. In the interpretation, the Polish language version of the GTCs shall be decisive.
  3. If it turns out that any provision of the Agreement (including in particular these General Terms and Conditions) would require a special legal form in order to be fully effective, the Parties undertake to conclude appropriate supplementary agreements or take other legal actions, in such content and form as may be necessary, in such a way that the Agreement connecting the Parties and its performance is not affected.
  4. Should any provision of the Contract be invalid in whole or in part (i.e. within the scope of an entire point of the General Terms and Conditions, a sentence, a fragment of a sentence, or a specific scope of meaning), the Parties shall be bound by the remaining provisions of the General Terms and Conditions to the fullest extent permissible; the remaining provisions of the General Terms and Conditions shall remain valid and enforceable. At the same time, the Parties shall strive for such actual cooperation or, in particular, if it proves necessary, to conclude such a supplementary agreement or take other legal actions, the content and form of which shall, to the maximum extent possible, approximate the legal and economic sense of the provision or part thereof, which has been declared invalid, and thus ensure lawful and undisturbed execution of the Agreement or regulation of relations between the Parties.
  5. Any amendments, including additions to the Agreement shall be made in writing, otherwise being null and void, in the form specified for the Purchase Order and Purchase Order, and should be concluded by authorized representatives of the parties.
  6. These General Terms and Conditions are an integral part of the Agreement concluded between the parties and enter into force on the date of conclusion of the agreement and remain in force until the date of termination or expiration of the agreement, subject to the provisions remaining in force.
  7. The Parties undertake to negotiate any disputes that may arise from the Agreement.
  8. The law applicable to all potential disputes relating to the Contract shall be exclusively Polish law and the court of competent jurisdiction shall be the court having territorial jurisdiction over the registered office of Reflex-Polska.
  9. The General Terms and Conditions and any amendments thereto are published at reflexpolska.com.
  10. The General Terms and Conditions and any amendments thereto shall be effective upon publication on the aforementioned website.

 

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