TERMS AND CONDITIONS OF COOPERATION WITH GREG INTERNATIONAL SP. Z O.O.  - "Textile Poland"

I. Prerequisites.

1.       All orders and deliveries shall be carried out in accordance with the Polish law by Greg International Sp. z o.o., the owner of the www.logogift.eu website.

2.       Terms and conditions specified by the Ordering Party in its orders shall be fulfilled only after a written approval by Greg International Sp. z o.o. 

II. Offers and Orders.

1.       The offer posted on the website of Greg International Sp. z o.o. www.logogift.pl is an invitation to negotiations within the meaning of the Civil Code.

2.       A contract is entered into by submitting a written order and after a written acknowledgment of the order acceptance by Greg International Sp. z o.o.

3.       Greg International Sp. z o.o. reserves the right to modify or change the price list and/or catalogue on its website www.logogift.eu.

4.   The minimum value of an order shall be EUR 125 net. A logistics fee in the amount of EUR 50 net shall be added for orders below this amount.

5.       Orders shall be accepted only in writing – by fax to the number given on the website www.logogift.eu.

6.       The order must contain:

5.1.    exact name of the Ordering Party,

5.2.    exact address,

5.3.    EU VAT No.,

5.4.    fax and telephone numbers,

5.5.    name or names of persons engaged in the order on the part of the Ordering Party,

5.6.    company's seal,

5.7.    legible signature of the person representing the Ordering Party.

7.       The person signing the order must be authorised to enter into commitments on behalf of and for the Ordering Party in accordance with the registration documents (excerpt from the National Court Register or a certificate of registration in the Register of Business Entities).

8.       A person who has no right of representation shall be required to send a separate letter of authorisation signed by a person having the right to represent the Ordering Party.

9.   In the order one must specify in detail and describe the goods that are being ordered, in particular the symbol of the ordered goods.

10.   Greg International Sp. z o.o. reserves the right to refuse to fulfil an order if there is no real possibility of its performance due to the lack of the range of products at the supplier.

11.   The goods purchased by the Ordering Party shall remain the property of Greg International Sp. z o.o. until the full payment for the goods is made.

12.   Arrears in payments of the Ordering Party towards Greg International Sp. z o.o. shall entitle Greg International Sp. z o.o. to refuse to accept the next order, and in exceptional cases, to suspend the execution of orders in progress, until the payment of outstanding dues.

13.   Placing an order shall be deemed equivalent to the Ordering Party accepting the provisions contained in the “Terms of Cooperation with Greg International Sp. z o.o.” unless otherwise agreed in writing.

III. Prices.

1.      The prices published on the website do not include the value added tax (VAT) in the amount due according to the applicable provisions of law.

2.       The prices of products do not include:

2.1.    decorating costs (printing, embossing, embroidery, engraving)

2.2.    costs of the preparation room,

2.3.    costs of packaging and shipping.

3.       Prices published on the website must be confirmed by Greg International Sp. z o.o. in a written acknowledgment of the order acceptance for execution.

IV. Resignation from an Order.

1.       Greg International Sp. z o.o. shall accept a customer's resignation from ordered goods if a written cancellation is submitted to Greg International Sp. z o.o. no later than 14 days before the scheduled date of delivery of the ordered goods, provided that the Ordering Party reimburses all costs incurred by Greg International Sp. z o.o. in the execution of the order.

2.       An exception shall be a case in which the goods have been produced or materials have been purchased for its production – then the resignation shall not have legal effect.

3.     One may not resign from the goods ordered in case of goods marked upon the customer’s request.

V. Packaging.

1.       Greg International Sp. z o.o. reserves the right to add the costs of packaging to the shipping costs of goods ordered.

2.       The value of the cost of packaging and shipping shall be specified in a written acknowledgment of accepting an order for execution.

3.       Goods shall be sold only in minimum packaging and their multiples.

VI. Shipment.

1.       Purchased goods shall be shipped via courier or transport companies at the expense of the Ordering Party.

2.       The date of delivery of the ordered goods specified by Greg International Sp. z o.o. in the written acknowledgment of the order acceptance for execution shall be an approximate date and should not be treated as a deadline.

4.       Greg International Sp. z o.o. reserves the right to deliver +/- 5% of the ordered quantity of goods, as well as the possibility of partial deliveries unless the requirement to supply goods in an integral manner clearly follows from the content of the order or contract.

5.       In case of orders non-compliant with the minimum amounts of goods in the package, Greg International Sp. z o.o. reserves the right to adjust the quantities ordered to the minimum quantities of goods in a package and issue the relevant invoices taking into account the amounts of goods actually shipped.

6.       Greg International Sp. z o.o. shall be liable for completed orders to the extent of their value.

7.       Greg International Sp. z o.o. reserves the right to postpone the execution of the order or suspend the execution of subsequent orders placed by the Ordering Party in the event of non-payment for previous deliveries until the outstanding amounts are paid.

8.       When receiving goods from the transport or courier company, the Ordering Party shall be obliged to check the status of the packages delivered. If the packaging is not intact and the goods are damaged in transport, it must be recorded on the freight bill or another appropriate document signed in the presence of a representative of the transport or courier company and it shall be immediately reported to Greg International Sp. z o.o.

VII. Payments.

1.       Payment of the amount due for the ordered goods shall be performed in the manner and within the time limit specified on the invoice. An invoice shall be sent to the purchaser via e-mail to the specified e-mail address, unless otherwise agreed.

2.       Prior to the commencement of the order execution, the Ordering Party shall pay an advance in an agreed amount, calculated on the value of the goods ordered.

3.       In case of delay in payment, Greg International Sp. z o.o. shall have the right to charge interest for late payment and charge the Ordering Party with potential costs of reminders.

VIII. Complaints.

1.       The Ordering Party shall be obliged to check whether the goods delivered are in conformity with the written confirmation of accepting an order for execution.

2.       In case of discovering non-compliance, the Ordering Party shall immediately notify Greg International Sp. z o.o. of this fact in writing. Such notification may not be sent later than 7 days from the date of receiving the ordered goods.

3.       In case of non-compliance of the delivery with the written confirmation of accepting an order for execution, Greg International Sp. z o.o. shall be required to make up the deficiencies, repair or replace the defective goods.

4.       Greg International Sp. z o.o. shall not be liable for the difference between the colours of the goods on the website and the actual colour of the product which is the subject of the order, as well as due to slight differences in shades within the ordered products.

5.       Upon a subsequent resale of the ordered goods by the Ordering Party, Greg International Sp. z o.o. shall be discharged from liability for failures and defects in the delivery of goods (except for latent defects).

6.       Greg International Sp. z o.o. shall not accept claims concerning compensation for damage resulting from delay in the receipt of goods, the inability to execute delivery, failures in the performance of contractual and legal obligations and the existence of the fault at the conclusion of the contract, unless such damage has arisen as a result of an intentional activity of Greg International Sp. z o.o.

IX. Decorations.

1.       Materials for decoration must be sent in graphic vector files, Corel in the version up to 9 inclusively. Fonts should be converted to curved fonts, and the colour scheme described in accordance with the Pantone scale for coated colours.

2.       The decorating price includes the cost of unpacking and packing of purchased products.

3.       The price of printing does not include any costs of disassembly/assembly of certain products.

4.       Additional works on the sent material (processing the logo, introducing changes, etc.) shall be priced individually in accordance with the hourly rate where 1 hour = EUR 20 net.

5.       Before commencing the decoration of products, Greg International Sp. z o.o. shall provide the Ordering Party a decoration design with visualisation for approval.

6.       A trial decoration of a product can be performed at the Ordering Party's request against payment.

X. Contractual Right of Withdrawal.

1.       Greg International Sp. z o.o. shall have in justified cases the right to withdraw in whole or in part from the performance of an accepted order confirmed in writing within the final deadline of 30 days from the date on which the confirmation has been made.

2.       The Ordering Party shall not be entitled to any claims for damages for the withdrawal from the performance of an accepted order confirmed in writing. This does not include the return of the advance paid by the Ordering Party, pursuant to art. 7.2. above.

3.       In case of the Ordering Party's refusal to accept the ordered goods within the time limit specified in the written confirmation of the order or any other agreed time limit, Greg International Sp. z o.o. shall be entitled to claim a contractual penalty from the Ordering Party being the gross equivalent of the ordered goods, and the Ordering Party undertakes to pay the said penalty. The payment of the penalty shall not deprive Greg International Sp. z o.o. of the right to seek additional compensation pursuant to general provisions of law up to the amount of the actual damage suffered.

XI. Partial Execution of the Order.

1.       Greg International Sp. z o.o. reserves the right to perform the order partially or to perform the order in stages, unless the requirement to supply goods in an integral manner clearly follows from the content of the order or contract.

2.       In case of non-fulfilment of the order by Greg International Sp. z o.o., the Ordering Party shall be entitled to the refund of the paid advance, and in case of partial non-fulfilment of the order by Greg International Sp. z o.o., the Ordering Party shall be entitled to the refund of the paid advance in a relevant part, as long as the amount of the advance payment exceeds the value of the executed part of the order. In this respect, the Ordering Party shall not be entitled to any further claims for damages towards Greg International Sp. z o.o.

3.       In case of partial performance of the order or the contract or performing the order or the contract in parts, the Ordering Party shall pay for each executed part of the order or contract.

XII. Limitation of Liability.

1.       Greg International Sp. z o.o. shall not be liable for any damage caused by force majeure where this action eventually leads to non-performance or improper performance of the order. In particular, Greg International Sp. z o.o. shall not be liable for damage arising from the breach of the time limit for the performance of the order or for damage arising as a result of a difference between the colour scheme of the goods presented in the catalogue and the colour scheme of the goods being the subject of the order.

2.       The risk of accidental loss or damage to the goods ordered shall pass to the Ordering Party at the time of their release to the Ordering Party or their release to an entity providing transportation or courier services designated by the Ordering Party.

XIII. Liability under Implied Warranty.

1.       Greg International Sp. z o.o. shall not be liable under implied warranty for defects in the goods ordered.

2.       The exclusion of implied warranty shall be void if Greg International Sp. z o.o. fraudulently concealed the defects of the goods.

3.       Greg International Sp. z o.o. shall not be liable for any damage resulting from the occurrence of any defect.

XIV. Copyrights.                                                            

1.       The Ordering Party agrees to the use of goods made by Greg International Sp. z o.o. in advertising materials, on the website www.logogift.pl, as part of an exhibition at a trade fair and a sample of technical capabilities of Greg International Sp. z o.o. on the quality of marking.

2.       Greg International Sp. z o.o. shall have the right to place in its advertising materials the information on the performance of services for the Ordering Party, unless the concluded contracts state otherwise.

3.       The Ordering Party declares that it has acquired and holds copyrights and related rights to any content (trademarks) in the area and the fields of operation enabling, according to the provisions of law, to place them on the goods in the manner specified in the order or contract, and that they are free from any legal defects and do not infringe the rights of third parties and do not constitute an act of unfair competition. The Ordering Party shall bear full liability for the damages in this respect (in the event of third parties bringing any claims towards Greg International Sp. z o.o. in connection with the goods, the Ordering Party undertakes to satisfy these claims directly or reimburse Greg International Sp. z o.o. the equivalent of the amounts and/or other compensations that Greg International Sp. o.o. had to perform in order to satisfy the said claims of third parties; the Ordering Party shall also be liable for the litigation costs borne by Greg International Sp. z o.o.).

4.       The Ordering Party hereby authorises Greg International Sp. z o.o. to execute the copyrights and related rights referred to above to the full extent, in which it is entitled to these rights, and only for the purposes of performing the order or the contract.

5.       All designs of goods prepared and developed by Greg International Sp. z o.o. shall be the property of Greg International Sp. z o.o. and may not be copied or duplicated and may not be transferred to other subcontractors without a written consent of Greg International Sp. z o.o.

XV. Dispute Resolution.

1.       Any disputes shall be settled by a court competent for the registered seat of Greg International Sp. z o.o.

XVI. Final Provisions.

1.       Any and all amendments relating to the above terms and conditions must be made in writing and shall require the approval of both parties, otherwise being null and void.

2.       In any matters not covered by the above arrangements, the provisions of the Civil Code shall apply.

3.       The party placing the order at Greg International Sp. z o.o. accepts the above arrangements, unless otherwise agreed.