General Terms of Sale
General Terms of Sale of chroma.pl
Scope of application
- General Terms of Sale, hereinafter referred to as 'GTS', shall apply solely to all contracts concluded between the Vendor and the Contracting Parties who are not at the same time Consumers within the meaning of the provisions of the Civil Code Act dated 23 April 1964 (consolidated text, Journal of Laws 2014.121). These GTS shall not apply to contracts between the Vendor and the Purchasers who are at the same time Consumers within the meaning of Article 221 of the Civil Code.
- These GTS form an integral part of the Terms and Conditions of chroma.pl website, complementing and modifying the content of the Terms and Conditions as described in these GTS, in any event when the Vendor concludes a contract with a Counterparty, that is with an entity that is not at the same time a Consumer within the meaning of the provisions of the Civil Code Act dated 23 April 1964 (consolidated text, Journal of Laws 2014.121). In the abovementioned event, provisions set out in these GTS shall take precedence over relevant provisions of the Terms and Conditions of the websites chroma.pl. This means that in the case of a conflict or discrepancies between the provisions of the Terms and Conditions and provisions of the GTS, these GTS shall take precedence and shall be conclusive for contracts concluded by the Parties.
- Any other provisions of the Terms and Conditions not changed in these GTS and provisions of the Terms and Conditions which were not excluded by these GTS shall apply accordingly to all contracts concluded between the Vendor and the Contracting Parties.
§ 1 General Provisions
Terms and expressions used in these GTS shall bear the same meaning as terms and expressions used in the Terms and Conditions of the websites chroma.pl, with the following modifications and additions:
- ‘Counterparty' means exclusively:
- a natural person exercising economic activities and purchasing Products from the Vendor for purposes which are directly related to his or her trade, business, or profession, or
- a legal person, or
- an organizational unit without legal personality,
- ‘Vendor'—shall be understood as in the Terms and Conditions
- ‘Parties'—means parties of a concluded contract, i.e. the Vendor and the Counterparty
- ‘Product'—shall be understood as in the Terms and Conditions
- ‘Terms and Conditions'—Terms and Conditions of the websites chroma.pl
- ‘GTS'—these General Terms of Sale of the websites chroma.pl
The Parties shall exclude the use of the Counterparty’s standard contract forms, i.e. in particular general conditions of purchase, standard purchase forms, and purchase terms and conditions.
§ 2 Terms of Service and Object of Sale
Terms of Service and Object of Sale—pursuant to § 2 of the Terms and Conditions.
- Product prices include standard package always selected by the Vendor. If the Counterparty demands a package different from the standard one, he or she shall be obliged to bear the incurred costs of which he or she shall be informed by the Vendor.
- The Counterparty shall be obliged to collect the Product within the time agreed by the Parties. In the event the Counterparty has not collected the Product, the Vendor reserves the right to charge all the incurred costs to the Counterparty, in particular the costs of returning the Product to the Vendor, the Product storage costs, and all other costs incurred by the Vendor due to the Counterparty’s failure to collect the Product or because of the Counterparty’s groundless refusal of the Product delivery receipt. In this event the Vendor shall also have the right to seek full compensation from the Counterparty, under the conditions laid down in the Polish Civil Code.
- Before collecting the delivery and signing the waybill, the Counterparty shall be obliged to carefully examine the Product’s package and the Product itself for any visible damage that may have occurred during transportation, and to execute all the acts in order to determine the carrier’s liability and to draw up a protocol of Product damage.
- Immediately after having collected the Product, the Counterparty shall unpack the Product in the courier’s presence and inspect it in both quantitative and qualitative terms, especially examine it for any visible damage that may have occurred during transportation. All deficiencies or damage shall be reported in the protocol of Product damage. In the event of Products shipped in collective packaging the inspection of which in the courier’s presence would prove either impossible or too time-consuming, the Counterparty is obliged to closely examine the Product and to report any deficiencies to the Vendor as soon as possible, but not later than within two days from the date of the Product’s delivery. This does not, however, remove the obligation of the Counterparty referred to in point 3 of this paragraph. Notwithstanding the above, the Counterparty shall be obliged to lodge a claim notification about damage that has occurred during transportation also in the way set out in §5 point 9 of the Terms and Conditions, not later than within two days from the date of the Product’s collection by the Counterparty. The receipt of the Product by the Counterparty shall be treated as confirmation of the performance being effected correctly and of a satisfactory performance of the contract by the Vendor.
- The Vendor shall not be held liable for delay in order execution if the delay has been caused by reasons beyond the control of the Vendor, i.e. particularly due to:
- an event of force majeure, within the meaning of § 5 point 12 of these GTS
- an event for which the Counterparty may be held liable
- an event for which third parties unrelated to the Vendor may be held liable
- The standard Product delivery time shall range from 1 to 3 working days from the date of shipping the Product from the Vendor’s printing facility. The Product’s delivery date may be postponed by the Vendor (but the delay shall not exceed a further 3 days) in the event of accepting a high volume of orders in the given period by the Vendor, of which the Counterparty shall be informed by the Vendor.
- The parties shall establish liability for a failure to perform or undue execution of the contract in the form of contractual penalties exclusively in the following events and to the following extent:
- The Counterparty may impose contractual penalties on the Vendor in the event of:
- the Counterparty’s withdrawal from the contract due to reasons attributable to the Vendor—5% of the approved net value of the final Product,
- a delay in the Product manufacture—0,01% of the approved net value of the final Product, for each day of the delay, but not more than 5% of the approved net value of the final Product.
- The Vendor may impose contractual penalties on the Counterparty in the event of:
- the Counterparty’s withdrawal from the contract due to reasons unattributable to the Vendor or the Vendor’s withdrawal from the contract due to reasons attributable to the Counterparty—10% of the approved net value of the final Product,
- delay in the Product collection—0,01% of the approved net value of the final Product, for each day of the delay, from the day the Product was to be collected.
- The Counterparty may impose contractual penalties on the Vendor in the event of:
- The total amount of all penalties pursuant to these GTS due for both Parties shall be 50% of the net value of the total remuneration for the final Product.
- Provisions laid down in points 6 and 7 of this paragraph shall not exclude the possibility of seeking compensation by both Parties in accordance with general provisions if the damage exceeds the full amount of the contractual penalty, save for point 9 of these GTS.
- The Vendor’s liability for harm to the Counterparty—regardless of its legal grounds—shall be limited to the value of the contract concluded with the Counterparty, a failure to perform or undue execution of which caused the harm to the Counterparty. This shall also apply to harm caused by the Product’s defects. Notwithstanding the above, the Vendor shall be held liable only for real and direct damage suffered by the Counterparty, that is, if the damage is indirect, the Vendor’s liability shall be excluded. The Vendor shall also not be liable for benefits which the Counterparty could have achieved had he or she not suffered the injury, i.e. for lost benefits.
- The Vendor shall not be held liable for delay in Product delivery for reasons attributable to the carrier. Damage that occurred during transportation can be the basis for the Counterparty’s request for discount from the Vendor, which shall not exceed the value of the unit price multiplied by the number of damaged units of the Product, calculated on the basis of the sales invoice price.
- When concluding a contract with the Vendor, in order to receive the ordered Product, the following conditions necessary for the proper performance of the contract by the Vendor shall be fulfilled by the Counterparty:
- The design sent by the Counterparty for printing shall be prepared in CMYK color mode, without ICC profiles embedded. The Vendor shall not be held liable for color differences resulting from the conversion of profiles incompatible with specifications to ICC ISO Coated v2 (ISO 12647-2):2004.
- The design sent by the Counterparty for printing shall be compatible with the placed order’s format, bleed included, and ought to be centered on the sheet. The Vendor shall not be liable for the Counterparty’s noncompliance with this point and for any Product’s inaccuracies or errors resulting therefrom.
- The design sent by the Counterparty for printing shall take into account that the first side is always treated as the front and the other as the back. The Vendor’s manufactured Products are always rotated to the right/left and never up/down. Should the Counterparty select a single-sided finishing, it will be applied to the first page. The Vendor shall not be liable for the Counterparty’s noncompliance with this point and for any Product’s inaccuracies or errors resulting therefrom.
- Products manufactured by the Vendor are checked for compliance with mockups provided with the contract. Thus, the design prepared by the Counterparty ought to be compatible with the mockups.
- For high-quality printing, the designs attached by the Counterparty to the orders ought to be prepared entirely with a minimum resolution of 300 dpi (350 dpi are recommended).
- Orders placed at the Vendor’s online store are processed by an information system; therefore, additional actions may sometimes be required from the Counterparty prior to sending the order for processing. For the above reasons, the Counterparty shall be obliged to check the status of the placed order of which particular stages he or she will be notified; the information shall be sent to the email address provided during the process of account registration.
- The PDF files sent by the Counterparty for printing shall be certified, that is free from PDF code defects which cause errors during the process of the works’ ripping at the Vendor’s printing facility.
- The Counterparty who concludes the contract with the Vendor is very aware of and accepts the fact that due to the specificities of the technology used to manufacture Products and because of the delivery methods for shipping Products, the following conditions shall be taken into consideration for the performance of the contract concluded by the Parties:
- The difference in the Products’ size, due to the error tolerance for the cutting machine used by the Vendor, may be up to 2 mm, up to 1 mm for business cards.
- The final Product may contain spot UV varnish shifts (when compared to the printing image) up to 0.3 mm, which results from the technology used by the Vendor.
- The coloring of the final Product shall remain within the tolerance of up to 5 Delta E units between the color obtained in production and the template provided by the Counterparty. In order to obtain a more precise preview of the coloring and to verify how the colors will present themselves after having been printed, the Counterparty can order a digital proof before the final printing. The proof print displays only the work’s colors. The Product in the course of processing (especially lines thinner than 0.7 mm) may be different from the final version, printed with an offset machine.
- Finishings such as foil or UV varnish may cause a visual change in the Product’s color. The change cannot be the reason for lodging a complaint by the Counterparty about the Product’s coloring.
- A Product printed on chalk paper will display different color saturation from a Product printed on offset paper, for in both cases surfaces of different paint absorption parameters are used.
- Raised Spot Gloss Varnish is not entirely colorless but has a yellowish tint. The effect will be particularly noticeable when applied to white unprinted surfaces.
- In the event the Product’s cover weight is different from the catalog’s inner sheets weight, the Product may contain color differences between these elements, which is attributable to the elements having been printed on different sheets.
- Flyers folded during the production process are folded or creased, which may cause subtle paint cracks on the flyer’s spine. Therefore, for full aplas it is recommended to select a finishing such as foil which provides extra protection for the printout.
- The bookbinding process, that is die-cutting, folding, creasing, smyth-sewing, and perfect binding may cause shifts, but not greater than 2 mm. The varnish shifts that may occur during the coating process might be up to 0.5 mm. These shifts are acceptable and consistent with due allowance for varnish coating, and shall not qualify as incompatible with the contract performance.
- The number of the Product’s copies delivered by the Vendor to the Counterparty might differ from the number of the Product’s copies ordered by the Counterparty within the limit of +/-5%.
- The Vendor performs the contracts by using two methods: conventional printing (with dispersion varnish) or printing technology utilizing UV cure paints. It is the Vendor who selects the method for each order execution.
- Taking into account the specificities of the printing machines, contamination (dot spreads) by color printing press occurred during printing not exceeding 1% of the Product’s surface shall not constitute the basis for the Counterparty’s demand that the Product be printed again. In this case the Vendor can only offer a discount of an amount individually agreed by the Parties, but in any event not exceeding the equivalent of 10% of the net value of the Vendor’s payment.
- It is possible that during the printing process registration misalignments within the tolerance of up to 0.2 mm occur, which results from the printing technology according to which each CMYK color, printed by the printing machine, overlaps the others.
- Catalog staples used during the process of bookbinding might vary slightly with respect to their location on the book spine, which shall not constitute the basis for lodging any claims about the Product by the Counterparty.
- A Product processed by using a blanking die may contain clamp marks, which results from the technology applied and the very specificities of the obtained Product.
- The paper’s grain direction is established for each Product by the Vendor. It may be established individually for a given Counterparty solely in respect to B1 and A1 plano sheets.
- The Vendor reserves the right to change the paperweight to a greater value in order to meet the declared shipping date.
- When carrying out projects, the Vendor uses high halftone screen rulings where color angles vary from the standard ones; they are used in order to avoid the so-called ‘moiré patterns’ (moiré fringes).
- Taking into account the assumptions and conditions indicated in points 11 and 12 above, as well as the requirements of manufacturing technology, the Counterparty, when concluding a contract with the Vendor, shall acknowledge and accept that if any event mentioned in point 11 or 12 of this paragraph has occurred, it should not be seen as an example of undue fulfillment of the Vendor’s obligations and as such should not constitute the basis for raising any claims due on account of a failure to fulfill or undue fulfillment of a contract, and any complaints lodged in that regard by the Counterparty will not be admitted by the Vendor.
§ 4 Payment and Payment Methods
Payment and payment methods—pursuant to § 4 of the Terms and Conditions, with the following modifications and additions:
- The Vendor reserves the right of the Product’s ownership until full payment for the final Product has been received.
- It is possible that the Vendor agrees to sell Products to Consumers with deferred payment date provided that this form of payment has been separately agreed by the Parties.
- In the event of deferred payment, the term ‘payment’ shall be understood by the Parties as crediting of the Vendor’s bank account indicated on the invoice.
- In the event of late payment, the Counterparty shall be obliged to pay the Vendor interest calculated in the amount of the statutory interest. In the case the Counterparty delays the payment for accounts receivable to the Vendor, the Vendor, among other rights derived from the contract concluded by the Parties and from the provisions of the law, has also the right to immediately halt the Products’ supplies and to refuse to accept further orders until the payment for the outstanding payments and the payment of interest due for late payment have been provided by the Counterparty in full. All costs associated with halting the Products’ supplies, in particular the Products’ storage and insurance costs shall be borne by the Counterparty.
- If circumstances arise that suggest that the Counterparty may not be able to comply with their obligations without delay, the Vendor reserves the right to halt the Products’ supplies and to refuse to accept orders until the payment for accounts receivable or appropriate security for the payment has been provided by the Counterparty.
- The Counterparty shall not be entitled to deduct his or her own claims from the Vendor’s claims without a prior written consent of the Vendor.
§ 5 The Right of Withdrawal, Claims, and Quality Guarantee
The Right of Withdrawal, Claims, and Quality Guarantee—pursuant to § 5 of the Terms and Conditions, with the following modifications and additions:
- The Counterparty shall not be entitled to withdraw from the contract concluded with the Vendor, except in the case the attributable to the Vendor delay in the Product’s manufacture and delivery is longer than 30 days. In this event, the Counterparty shall be entitled to withdraw from the contract only as from the date of expiry of the additional, fixed in writing, 14-day time frame for the order execution.
- The Counterparty is obliged to inform the Vendor about any claims due on account of the delay in delivery, in a written form, not later than within 7 days from the date when the delivery, according to the contract, should have been provided. Failure to provide such claims shall imply the Counterparty’s relinquishment thereof.
- Delays in delivery that are attributable to reasons beyond the control of the Vendor shall not release the Counterparty from the obligation of collecting the Product and making the payment. If the Counterparty’s delay in making the payment to the Vendor exceeds 14 days, the Vendor shall be entitled to withdraw from the contract without any prior additional reminders to the Counterparty and to demand that the Counterparty pay a contractual penalty of 50% of the net value (without VAT) for the manufacture and delivery of the uncollected Products, as well as to demand that the Counterparty pay the full sum agreed in the contract. Upon expiration of the period, the Vendor can, in keeping with the right to withdraw from the contract at any time, store the uncollected Products in any location at the Counterparty’s risk and expense, and demand that the Counterparty comply with the contractual obligations. The Vendor may also demand that the Counterparty reimburse storage costs, and assert his entitlement to compensation to the extent to which the injury suffered exceeds the value of the abovementioned stipulated contractual penalty.
- The Vendor can withdraw from a contract within 60 days from the date when the events constituting the basis for such withdrawal occurred.
- In the case of contracts concluded with Counterparties, the Vendor’s liability under warranty shall be excluded.
- In the case of Product defects, the Vendor shall be liable to the Counterparty only under quality guarantee.
- Claims under quality guarantee expire after 12 months from the date of the Product’s collection by the Counterparty.
- Product defects revealed within the quality guarantee period shall be rectified by the Vendor within a technically possible period, each time agreed upon with the Counterparty. The Counterparty loses his or her entitlement to guarantee if he or she does not inform the Vendor about the defect within 7 days from the date of the Product delivery.
- The Counterpart shall be obliged to return the entire number of copies of the Product under complaint.
- The complaint shall not concern the type or quality of paper if the Counterparty has already accepted it.
- The Vendor shall admit a quality guarantee complaint on the condition that the Counterparty provides the original of the Product purchase invoice or the original of the Product delivery slip, as well as provides the Vendor with a written complaint or files the complaint via the Vendor’s website. In order for the complaint to be effective, the Counterparty shall provide the Vendor with the aforementioned written complaint or file the complaint via the Vendor’s website within 7 days from the date of the Products’ delivery.
- If the Vendor deems a complaint justified, he shall rectify the Product’s defect, ship a Product free of defects, or offer a discount for shipping a defective Product, according to his choice.
- The Vendor shall not be liable for a failure to fulfill or undue fulfillment of his obligations if the failure to fulfill or undue fulfillment result from circumstances attributable to force majeure. By ‘force majeure’ the Parties shall understand circumstances beyond the control of the Vendor, i.e. in particular fires, floods, and other natural disasters, wars, strikes, riots, demonstrations, epidemics, embargoes, disruptions or delays in material, energy, or component supplies, as well as other unforeseeable disruptions, in particular reducing working time in the suppliers’ factories of components used for manufacturing the Products sold by the Vendor, or subcontractors, breaks at work, circumstances attributable to carriers, decisions made by public administrative authorities, law changes, and other similar circumstances.
§ 6 Privacy and Security
Privacy and Security—pursuant to § 6 of the Terms and Conditions.
§ 7 Intellectual Property
Intellectual Property—pursuant to § 7 of the Terms and Conditions.
§ 8 Final Provisions
Final Provisions—pursuant to § 8 of the Terms and Conditions, with the following modifications and additions:
- Provisions of these GTS shall not apply to contracts concluded between the Vendor and Consumers within the meaning of the provisions of the Act of 23 April 1964—the Polish Civil Code (consolidated text, Journal of Laws 2014, item 121).
- The Vendor reserves the right to review these GTS. Changes are introduced by publishing new GTS at chroma.pl
- Orders placed during the life of the previous version of the GTS, i.e. before the day the new GTS have been published at the Store’s website, shall be processed pursuant to the provisions of the previous version of the GTS.
- Should any individual provision set out in these GTS become, for whatever reason, invalid, it shall not affect the validity of the remaining provisions laid down in these GTS.
- Any amendments to the contracts concluded by the Parties of which these GTS are a component, shall require written form on pain of invalidity.
- For matters not covered by the Contract and these GTS, the relevant provisions of the Vendor’s Terms and Conditions and of the Polish Civil Code, as well as other generally applicable provisions of the law shall apply.
- Disputes between the Vendor and the Counterparty shall be resolved by a common court of jurisdiction over the Vendor’s registered seat.