SCOPE OF APPLICATION
- These General Terms and Conditions of Sale (GTCs) specify the terms and conditions of the sale of goods and the provision of other services, including delivery, under agreements entered into by the Customer with HFT71 Sp. z o.o. with its registered office in Wrocław, Targowa 4, 52-326 Wrocław, entered into the register of entrepreneurs of the National Court Register kept by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division under number KRS 0000499241, NIP (Tax ID) 899-27-50-262, share capital PLN 3,527,100 (HFT71).
- The GTCs are an integral part of agreements made by HFT71. An agreement entered into by HFT71 (Agreement) means any agreement for the supply or sale of goods or the provision of services, entered into with HFT71, regardless of its form. The GTCs form an integral part of all agreements for the sale of goods and provision of services, entered into by HFT71, including agreements in the form of an order placed by e-mail, in writing, or orally in the course of a meeting with an HFT71 representative. Individual arrangements made on a case-by-case basis (in particular oral agreements) take precedence over the provisions of the GTCs only if and when confirmed by HFT71 in writing or by e-mail.
- The GTCs apply if the other party to the agreement entered into with HFT71 is an entrepreneur within the meaning of the Polish Civil Code. The GTCs do not apply to the relationship between HFT71 and consumers.
- The GTCs are applicable from the time they are made available to the Customer in a manner that allows the Customer to study them, including by attaching the GTCs to the Agreement or to an Order Confirmation, as well as by posting the GTCs on the HFT71 website. The GTCs are permanently available to Customers at www.hft71.pl. The GTCs shall be made available to the Customer prior to entry into an agreement in such a way that the Customer may store and reproduce the GTCs in the ordinary course of business.
- In the event of a conflict between the Customer’s general terms and conditions and these GTCs, only these GTCs shall apply (these GTCs exclude the application of other contract templates, such as general terms and conditions, terms and conditions of sale, model contracts, rules and regulations, etc., applied or established by the Customer).
- Under a detailed Agreement made between the Customer and HFT71, in the Order Fulfilment Proposal or in the Order Confirmation submitted by HFT71, the Parties may shape the legal relationship between them differently than outlined in the GTCs, e.g. by explicitly modifying or excluding specific provisions of the GTCs. In the event of any discrepancy between the GTCs, the Agreement or the Order, the following order of precedence shall apply: (i) Order Confirmation, (ii) Order Fulfilment Proposal; (iii) Agreement, (iv) GTCs.
- Advertisements, catalogues, commercials, price lists, product descriptions and other information and documents or brochures are for reference only and therefore non-binding. They do not constitute an offer, but merely an invitation to enter into an agreement, within the meaning of the Polish Civil Code. All information, advertisements and other announcements about HFT71 Products or services posted on HFT71’s website or otherwise addressed by HFT71 to the general public or to individual Customers do not constitute an offer or declaration of intent by HFT71, but are for reference purposes only. The samples and specimens exhibited or supplied by HFT71 are intended only to exemplify and showcase HFT71’s production capabilities. HFT71 guarantees that the information on its website has been posted in good faith and to the best of its knowledge at the date of publication.
- HFT71 – HFT71 Spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław, Targowa 4, 52-326 Wrocław, entered into the register of entrepreneurs of the National Court Register kept by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division under number KRS 0000499241, NIP (Tax ID) 899-27-50-262, share capital PLN 3,527,100;
- Customer – an entrepreneur that is entered into the Polish Central Register of Business Activity and Information, the register of entrepreneurs of the National Court Register or any foreign equivalent thereof, or any other organisational unit with legal capacity, with the exception of the entrepreneur who has entered into the Agreement with HFT71;
- Customer with consumer rights – a Customer who is a natural person entering into an agreement with HFT71 in direct relation to his/her business activity, whereby it is clear from the substance of the agreement that it has a non-professional character for the Customer, as evidenced by his/her particular line of trade disclosed under the provisions on the Polish Central Register of Business Activity and Information;
- Parties – HFT71 and the Customer;
- Product – the goods delivered under an Order;
- Service – all services provided to the Customer by HFT71 under the terms of a sales agreement or otherwise, including but not limited to sewing and decorating garments or other textiles and fabrics supplied by the Customer, tagging, labelling, marking, designing decorations, stitching, custom packaging, packing and delivering products, storage of garments, maintaining an appropriate stock level, drop shipping, marking of accessories and other add-ons;
- Inquiry – an inquiry made by the Customer regarding the Products and Services offered;
- Order Fulfilment Proposal – a quote provided by HFT71 in response to an Inquiry;
- Order – the Customer’s order placed after reviewing the Order Fulfilment Proposal, constituting an offer addressed to HFT71 within the meaning of the Polish Civil Code;
- Order Confirmation – HFT71’s response to the Customer’s Order in confirmation of entry into an Agreement;
- Design – a design of a decoration, inscription, logotype, logo, etc., prepared as requested by the Customer and intended to be placed on the Product;
ENTRY INTO AN AGREEMENT
- HFT71 provides services of decorating garments or other textiles according to Customer requirements. In particular, HFT71 offers services related to embroidery, screen printing and other types of print to be placed on clothing, caps, textiles and other fabrics as well as fabric articles (such as towels, bathrobes, bags, backpacks, etc.) on the basis of appropriate graphic visualisations supplied by the Customer or developed by HFT7l. HFT71 can also provide additional services as offered by HFT71. HFT71 is in the business of providing services based on individual Orders – according to customers’ individual designs and orders.
- The first step towards entry into an Agreement is for the Customer to submit an Inquiry.
- The Customer submits an Inquiry through the contact form on the HFT71 website, by email, by phone or at a meeting with HFT71 or an HFT71 representative.
- Before an Agreement is signed, the Parties discuss and agree on the Customer’s need for HFT71 goods or services. Following an Inquiry or any other question that the Customer may have for HF771 regarding the Customer’s need for goods and services, HFT71 may request the Customer to specify its requirements regarding the type of garment or materials on which the services are to be provided, their size, type of decorations, typeface, embroidery colour, technique (3D/2D), size of the work area, and magnitude of the order. HFT71 and the Customer should also agree whether the services are to be performed on material supplied to HFT71 by the Customer or on material supplied by HFT71. HFT71’s response to the Inquiry or any correspondence exchanged to provide details about the terms of service cannot be understood as constituting an offer by HFT71 to the Customer within the meaning of the Polish Civil Code.
- Preparatory to entry into an Agreement, the Parties may agree that the service shall be provided by HFT71 on garments, fabric or material that has been supplied by the Customer. In such a case, the Customer shall provide HFT71 with the fabrics or materials with which the Order is to be executed prior to the production of the products. The Customer shall deliver the fabrics or materials within 7 days from the date of Order Confirmation by HFT71. HFT71’s liability for any materials or fabrics entrusted by the Customer is hereby excluded. HFT71 may refuse to perform a service on fabrics or garments supplied by the Customer where such fabrics or garments prevent the Order from being fulfilled as instructed by Customer, or where carrying out the Order on the fabrics or garments supplied by the Customer would cause damage to the fabrics or damage to any HFT71 machinery or equipment.
- If, according to an Order placed, the Customer expects a specific, precisely defined quantity of Products to be delivered, the Customer shall provide an excess quantity of garments, fabrics or materials on which services are to be performed, in case they are damaged during the production process (the excess quantity should be at least 5% higher than the ordered quantity of goods). In the event that materials or fabrics are supplied by the Customer, HFT71 may damage up to 5% of the supplied materials in the production process without incurring any additional liability. If none of the materials supplied by the Customer are damaged during the production process, the Customer shall accept the excess Products made from the materials supplied by the Customer and pay the remuneration for them.
- In cases other than those referred to in 3.5.1, the Customer understands that a maximum of 5% of the garments, fabrics or materials supplied by the Customer on which the service is to be performed may become damaged. As a result, the Customer accepts that it may receive less (but by no more than 5%) than the quantity of products ordered and shall not seek any claims against HFT71. If none of the materials supplied by the Customer are damaged during the production process, the Customer shall accept the excess Products made from the materials supplied by the Customer and pay the remuneration for them.
- HFT71 may perform additional services from materials or fabrics supplied by the Customer prior to Order fulfilment in order to improve their technical condition, for a fee agreed with the Customer. HFT71 shall agree with the Customer who shall pay the costs of returning those supplied materials and fabrics that are not suitable for the Order. In the event that the Customer fails to supply the fabrics or materials within the time-limit agreed by the Parties, the Parties shall be entitled to withdraw from the Agreement within 30 days of the date on which the fabrics or materials were to be supplied. HFT71 shall then refund to the Customer any advance payments made by the Customer.
- Preparatory to entry into an Agreement, the Parties may agree that the service shall be performed by HFT71 on HFT71’s own garments, fabric or material provided by HFT71.
- Due to the possibility of up to 2% of the materials being damaged during the production process, if the Customer expects to receive a specific, precisely defined quantity of Products under an Order placed by the Customer, then HFT71 shall use 2% more of its own materials in the production process to guarantee that the Customer receives the desired, specific quantity of Products. If no damage is caused to any of HFT71’s own materials during the production process, the Customer shall accept and pay for the excess quantity of Products made from HFT71’s own materials (but by no more than 2% in excess of the Order quantity).
- In cases other than those referred to in 3.7.1, the Customer accepts that HFT71 may damage up to 2% of its own materials on which the service is to be performed during the production process. As a result, the Customer accepts that it may receive a smaller quantity of products than ordered (but by no more than 2%) and shall not seek any claims against HFT71. If, however, no damage is caused to any of HFT71’s own materials during the production process, the Customer shall accept and pay for the excess Products made with HFT71’s own materials.
- Where the object of an Agreement is to provide services involving the application of decorations (of whatever kind) according to a visualisation or graphic design prepared by the Customer, the Customer shall, at its own expense, provide the graphic files necessary to perform the Agreement, in an appropriate format, resolution and quality. Files can be supplied on CD/DVD type media or by email. The files should meet the requirements of HFT71. Preparatory to entry into the Agreement, HFT71 may provide the Customer with the instructions necessary to develop the graphic file, in particular as regards its graphic format, colour scale, etc. HFT71 shall have the right to decline the order if the graphic designs provided by the Customer fail to meet HFT71’s requirements and do not guarantee a high-quality service.
- Preparatory to entry into an Agreement, the Parties may agree that the Services (of whatever type) shall be provided on the basis of a Design to be developed by HFT71, to the extent and in accordance with the Customer’s instructions. In such a case, before entering into an Agreement, arrangements should be made as to the detailed Design or graphic design, as well as the size, colour and type of fabric on which the Design is to be applied. The price for developing this type of Design shall be agreed individually with the Customer.
- HFT71 shall have the right to refuse an Order in the event that the content to be applied on the fabrics or materials in graphic or text form contains profanity, pornography, swearwords or is discriminatory based on gender, age, disability, race, religion, nationality, political opinion, ethnic origin, religion or sexual orientation.
- Once HFT71 has clarified all the details with the Customer, HFT71 shall provide the Customer with an Order Fulfilment Proposal, which specifies the type and quantity of goods or services ordered, estimated remuneration, estimated delivery time, as well as the place and terms of delivery or collection of the Goods. The delivery time and price conditions (estimated remuneration) specified in the Order Fulfilment Proposal are estimates and may be adjusted (reduced or increased) by HFT71 in the event of circumstances attributable to HFT71 or the Customer that warrant such an adjustment. An adjustment in the delivery time of an Order shall not give rise to any claim by the Customer against HFT71.
- An Order Fulfilment Proposal provided by HFT71 to the Customer shall be effective from the date of postage by HFT71 unless otherwise agreed by the Parties under separate arrangements.
- No Order Fulfilment Proposal (including any proposal referred to as an “offer”) shall constitute an offer binding on HFT71 within the meaning of the Polish Civil Code, but only an invitation for the Customer to place an order.
- In response to the Order Fulfilment Proposal sent by HFT71, the Customer may place an Order with HFT71. An Order sent to HFT71 by the Customer must contain the Customer’s information and Product specifics to the extent necessary for its identification, other services desired by the Customer or any other wishes and requirements regarding the delivery that the Customer may have. Where a Customer is placing its first order, the Customer shall provide HFT71 with the necessary details to appear on VAT invoices and registration data, such as NIP (Tax ID), KRS (National Court Register number), REGON (Statistical number). If the Customer is a civil-law partnership, the Customer shall also provide a copy of the articles of association in order for HFT71 to properly verify the Customer. The person placing the Order on behalf of the Customer shall be regarded as a duly authorised representative of the Customer. If such a person does not appear in the registration documents, HFT71 may ask the Customer to provide documents to confirm the authorisation of the person placing the order, signed by a duly authorised representative of the Customer.
- For a period of 14 days following Order placement, the Customer’s Order shall represent an offer binding on HFT71. An Agreement is entered into when HFT71 issues the Order Confirmation, when HFT71 sends its written acceptance of the Order and, in the case of electronic acceptance of the Order, when the Order is entered into the electronic means of communication in such a way that the Customer can read its contents. An Agreement between the Customer and HFT71 shall be effective as soon as HFT71 confirms the Customer’s Order. Entry into an Agreement shall be understood as the Customer’s acceptance of the GTCs without reservation.
- Until the Order has been confirmed by HFT71, HFT71 shall be under no obligation to take any action to fulfil the Order. Any construal of HFT71’s failure to respond to an Order as tacit acceptance of entry into an Agreement is specifically excluded.
- HFT71’s acceptance to perform additional services not covered under an Order Fulfilment Proposal, an Order or an Order Confirmation, shall be confirmed separately from time to time by HFT71, at least by e-mail.
- HFT71 shall proceed to fulfil the Order as soon as HFT71 has confirmed the Order and received all data and materials necessary to fulfil such an Order, but never before the Customer has made its advance payment (if required).
- In the event that the Parties agree that an Order shall cover garments, fabrics or materials supplied by the Customer, HFT71 shall proceed with the Order no sooner than upon delivery by the Customer. Where an Order relates to garments, fabrics or material supplied by HFT71, HFT71 shall not proceed with the Order until they have been delivered by HFT71’s suppliers. In the event that the fabrics or material, from which the Products are to be made, prove to be unavailable, for example as a result of discontinued or reduced production or other market disruptions, HFT71 shall propose substitute material with similar characteristics to those ordered. If the Customer does not agree to the use of substitute material, HFT71 shall have the right to withdraw from the Agreement within 30 days from the date on which the Customer expressed its disagreement.
- In the event that the Parties agree that the Order is to be fulfilled on the basis of a visualisation or graphic provided by the Customer or developed by HFT71, work on the Order shall not commence until all details of such a graphic have been agreed.
- HFT71 may produce a visualisation in the form of a graphic file prior to Order fulfilment, which is a simplified representation of the final product. A visualisation can be presented to the Customer. After the Customer has made an advance payment, a simulation shall be developed in the form of a graphic file, which is a representation of the final product, reflecting the layout of the decoration on the final product. The simulation can be presented to the Customer, if requested. Before starting work on any given set of Orders, HFT71 may decide to first develop a real-colour print as an example of the end outcome (hereinafter “Proof”). The Proof can be delivered to the Customer for approval. In the event that a visualisation, simulation or Proof is to be delivered to the Customer, the Order shall not proceed until approval is obtained. HFT71 shall not be liable for any resulting delays by the Customer, and the delivery time for the Order shall be automatically extended by the time the Customer needed to make a decision.
- When ordering a larger quantity of Products, the Parties may agree that series production shall be preceded by HFT71 preparing a sample (“Sample”). Sample preparation is a premium service and it is at HFT71’s sole discretion to decide whether a Sample is necessary. HFT71 may provide a sample for an extra fee. HFT71 shall not proceed to fulfil the Order until the sample has been accepted by the Customer. The Customer may make comments on the sample provided or require additional changes. Depending on the nature of the Customer’s comments and the extent of the requested changes, HFT71 may decide to implement these changes for an extra fee or charge no extra fee in addition to the agreed remuneration. The Customer also acknowledges that the sample provided to the Customer by HFT71 is a premium quality product and that additional processing of the sample was necessary to obtain its top quality condition. The Customer acknowledges that there might be a quality difference between the Sample and the remaining mass-produced batch. The removal of such a difference may not be possible without the Customer ordering extra services from HFT71 possibly at an extra fee to be charged in addition to the remuneration.
- Unless expressly agreed otherwise, products delivered under an Order shall be folded according to HFT71’s standards and then packed collectively in cardboard packaging. The Customer shall have the right to order HFT71 additional packaging services (e.g. packaging of a specific number of items in a pouch/cardboard box, packaging in pouches provided by the Customer, commissioning HFT71 to order the packaging), or request HFT71 to fold the products or place the required tags, labels and markings on the products as indicated by the Customer, as long as these services are included in HFT71’s offer.
- The Customer acknowledges that the Order delivery time indicated in the Order Fulfilment Proposal or at any other stage prior to entry into an Agreement or Order fulfilment is an estimate and shall in no way be regarded as binding. The Order delivery time is determined by a variety of factors, such as the current capacity level of the machinery, how the Customer prepares the graphic files, the colour scheme, the complexity of the Order, the selected Order processing technology as well as the date of supply of the materials and fabrics by the Customer or the manufacturer, the availability of production resources, etc.
- When an Order Fulfilment Proposal is received from HFT71, specifying the Order delivery time, the Customer may request express delivery, resulting in the Order being prioritised by HFT71. Express Order Fulfilment is a service provided at an additional fee.
- The Customer acknowledges that the delivery times given to the Customer, including the express delivery times, are estimated and non-binding, however, HFT71 shall strive to complete the Order as soon as possible.
- HFT71 shall have the right to adjust the agreed delivery time of an order, including an express order, by extending the delivery date in the event of circumstances that made delivery within the agreed time limit impossible. If the Customer makes any changes after the order has been confirmed, the delivery date shall be automatically extended by the time HFT71 needed to review and implement the changes to the order.
- Without prejudice to 5.6., in the event of failure to meet the delivery time, the Customer shall not be entitled to withdraw from the Agreement or to make a substitute purchase or claim damages.
- Where the delivery time of an Order has expired, but not before HFT71 has been in delay for 14 days, the Customer may give HFT71 (in writing or else null and void) an additional time-limit for completing the Order, which shall be no less than 90 days, and where this period has expired to no effect, shall have the right to withdraw from the Agreement. In such a case, the Parties shall return to each other what they have exchanged. HFT71 shall be entitled to a refund of its expenses.
- Completed Orders may be collected in person by the Customer on HFT71’s premises or delivered by HFT71 using either an internal or external carrier.
- The method, date and cost of delivery shall be specified from time to time in the Order Fulfilment Proposal. This information shall not be binding and may change.
- Deliveries shall generally be made to the address specified by the Customer in the Order. HFT71 shall process an Order in its entirety only. Partial deliveries shall be marked appropriately on the Order or the Order Fulfilment Proposal.
- HFT71 shall have the right to deliver only to the address matching the Customer’s registration details, unless a different delivery address has been expressly provided by the Customer to HFT71.
- Where in the course of their arrangements the Parties failed to agree on any particulars relating to product and service quality and packaging, it shall be presumed by HFT71 that the products and services delivered to the Customer shall have the quality and packaging appropriate to the relevant grade and type of products and services in accordance with HFT71’s standards.
- As soon as HFT71 has transferred the products to the carrier, the benefits and burdens connected with the products and the risk of accidental loss or damage to the products shall pass to the Customer. In such a case, HFT71 shall not be liable for any loss or damage to the products or missing items, discovered after the products are transferred for carriage until their delivery to the Customer or for any delay in the shipment.
- The Customer shall inspect the shipment or issue in terms of the quality, quantity and identity of the delivered (or issued) products or services at the time of their delivery (or issue in the event of a personal visit), as well as notify the carrier and HFT71 in writing of any objections (in accordance with the relevant transport regulations) and allow a representative of HFT71 to inspect the intact products or services without undue delay.
- A Customer who accepts the products or services without inspecting them or makes no objections immediately following the inspection, shall be deemed to have accepted the supplied products or services as having the correct quantity, quality and properties.
- In the event that the Customer unreasonably refuses to collect the product or service during a personal visit or from the carrier, HFT71 shall allow the uncollected product or service to be stored. Any costs associated with additional storage shall be borne solely by the Customer
- Notwithstanding the foregoing, HFT71 may provide a service to the Customer for a separate fee by maintaining HFT71’s warehouse stocks of finished products or products to be used for subsequent orders. In the event that the Customer makes use of such a service, HFT71 shall endeavour to maintain the stock levels of materials or finished products agreed with the Customer, in order to fast-track subsequent orders placed by the Customer. If the Customer uses some of the materials held by HFT71 in stock, HFT71 shall automatically replenish the missing quantity to the level agreed with the Customer and charge the Customer for the cost of replenishing the stock to the agreed level. HFT71 shall be liable for damage to the property stored by HFT71 up to the market value of the goods stored on behalf of the Customer which have been lost as a result of the non-performance or improper performance of the Storage Agreement by HFT71, but never more than the value of the Orders completed for the Customer within the 6-month period of cooperation that preceded the occurrence of the event causing the damage. The risk of accidental loss or destruction of these goods shall pass to the Customer upon delivery of these goods to it.
REMUNERATION AND PAYMENT ARRANGEMENTS
- HFT71 shall have the right to remuneration for the sale of Products and Services provided by HFT71 to the Customer.
- The Customer acknowledges that the remuneration specified by HFT71 in the Order Fulfilment Proposal is an estimate based on the anticipated number of colours and materials to be used or the anticipated amount of work, and that this may change during work on the Order, at the production stage, resulting in a price adjustment (reduction or increase). HFT71 retains the right to modify an order price in relation to the price specified in the Order Fulfilment Proposal. The Customer shall be notified of the price adjustment and reason therefor before the order is processed. In such a case, the Customer may cancel the order.
- A new Customer’s first three orders require an advance payment at the time and in the amount specified in the Order Fulfilment Proposal. Depending on the kind of Order and the offered scope of services, subsequent Orders may also require an advance payment.
- VAT at the applicable rate shall be added to the remuneration.
- The remuneration shall be payable by bank transfer within the time-limit and to the bank account specified on the invoice.
- The Customer shall provide HFT71 with all the data necessary for invoicing.
- If the Customer fails to make payment to HFT71 by the date specified in the invoice, the Customer shall be liable to pay statutory interest for each day of default without the need for a separate demand notice.
- Until the Client has paid the monetary claims under the Agreement, the goods covered under the Agreement shall remain the property of HFT71.
- The Customer may only set off its receivables against those of HFT71 if the Customer’s receivables are undisputed and have been validly confirmed by a court or recognised in writing by HFT71.
- The Customer agrees to receive invoices electronically at the e-mail address it has indicated.
- Where the remuneration is the equivalent of Polish zlotys in a foreign currency, the amount of the Remuneration shall be calculated based on the average exchange rate of the National Bank of Poland on the invoice date. If the average exchange rate between the invoice date and the date of actual payment rises by more than 3%, HFT71 may charge the Customer an extra fee equal to the product price multiplied by the exchange rate difference.
COMPLAINTS ABOUT DEFECTS
- HFT71 shall execute the Orders and provide goods and services of adequate quality.
- The Customer acknowledges that:
8.2.1. the colour names and the size designations of the products are not regulated by any standards;
8.2.2. the aforementioned data cannot be translated into specific dimensions or colour images;
8.2.3. a colour with the same name may look completely different with different brands or different articles of the same brand;
8.2.4. colours and shades may look different in different lighting conditions;
8.2.5. the colours and colour saturation may vary on the same products;
8.2.6. products supplied as part of the same batch may differ in shades of colour;
8.2.7. the quality of the samples may differ from that of the final product;
However, the circumstances referred to above shall not give rise to any claims for defects in products or services.
- The Customer may only submit a complaint about defects if:
8.3.1. the Product does not have the characteristics agreed between the Customer and HFT71;
8.3.2. the Product is not suitable for the use designated in the Agreement;
8.3.3. there has been a material discrepancy between the Product and the Design and the visualisation, simulation or Proof previously accepted by the Customer;
8.3.4. the decorations and markings are not positioned as intended (a maximum offset of 1.5 cm is permitted);
8.3.5. the markings have been skewed by more than 5 degrees;
8.3.6. the colours and shades on the product are faded..
- HFT71 shall be liable to the Customer under the warranty if a physical defect is discovered before the expiry of six months from the date of delivery of the Products to the Customer. If the Customer is a party to an Agreement with HFT71 as a consumer and the physical defect is discovered before the expiry of six months from the date of delivery of the Product, the defect or its cause shall be presumed to have existed at the time when the risk passed to the Customer.
- The Customer shall carefully inspect the Products on collection in terms of quantity, compliance with the specifications and any visible defects. When reporting no objections, the Customer is presumed to recognise Product compliance with the delivery document as to quantity and type.
- The Customer shall notify HFT71 in writing of a defect in the Product as soon as it is discovered, under penalty of loss of warranty rights, and make the defective Product available to HFT71 for inspection.
- When filing a complaint, the Customer is nevertheless obliged to pay for the goods issued to it.
- The Customer’s use of the Products shall relieve HFT71 from liability for defects that may have been discovered upon delivery.
- Warranty rights in respect of physical defects of textile products expire six months after the date of delivery of the Products to the Customer.
- Complaints about sold goods shall be considered after they have been duly documented by the Customer. If the Customer identifies quality defects in the product or if the declared quantity is not delivered, the Customer shall provide all documents supporting its claims when making a complaint. HFT71 may request that all or part of the disputed goods be transferred for verification to determine the cause of the defects. Delivery of the goods to HFT71 shall be at the Customer’s expense and risk.
- HFT71 shall review the Customer’s complaint no later than 30 days from the date on which it was filed.
- HFT71 shall not be liable for defects in the goods that arose in transit or mechanical damage caused during the unloading of the goods at the place designated by the Customer.
- An accepted complaint can only be resolved by reducing the price or replacing the defective goods with defect-free goods, removal of the defective goods and issuance of a corrective invoice. If HFT71 decides to settle a complaint by replacing the defective goods with defect-free units, the replacement shall take place within thirty days of the date the complaint is acknowledged, unless the Parties agree on a different timeframe. If the replacement involves a small quantity of advertised goods and it would be unprofitable for HFT71 to launch production, HFT71 shall reduce the price of the advertised goods.
- HFT71 shall deliver products of adequate quality.
- HFT71 shall exercise due diligence in processing Orders and providing other services to the Customer.
- HFT71 shall be liable for damage caused to the Customer as a result of failure to perform or improper performance of the Agreement for reasons attributable to HFT71, subject to the following provisions.
- HFT71’s liability for damages for failure to perform or improper performance of the Services shall be limited to the losses actually incurred and shall not include lost profits. HFT71’s liability shall be further limited to the value of the goods in dispute, but no more than 5% of the value specified in the Order Fulfilment Proposal.
- HFT71 shall not be held liable for the suitability of the delivered Product for any purpose contemplated by the Customer.
- HFT71 shall not be liable for any damage arising from failure to meet the deadline for an Order.
- HFT71’s liability shall be excluded if HFT71 manufactures the Product with materials supplied by the Customer which are unsuitable to process the Order correctly.
- The risk of accidental loss of or damage to the Products shall pass to the Customer upon delivery of the ordered goods.
- In the event of force majeure preventing the performance of obligations under these GTCs or the Agreement, the Parties shall be relieved of liability for non-performance to an extent commensurate with the impact of such an event on the affected Party. Force majeure shall be deemed to include the following circumstances not attributable to the affected party: unforeseeable crises, delayed or non-supplied energy or raw material, difficulties in providing means of transport and other transport difficulties, official regulations, war and war-related events, natural disasters (flood, fire, earthquake, etc.), actions beyond the control of the party, i.e.: strikes, embargoes. A strike by the Parties’ employees shall not fall within the definition of force majeure. The Parties shall exercise due diligence to remove the effects of force majeure as soon as possible and to continue performing the Agreement. The occurrence of a force majeure event shall not, however, relieve the Customer of its obligation to pay HFT71 for Products duly delivered.
- The Customer represents that it is duly entitled to use and provide HFT71 with designs of decorations, patterns, logos, photographs, trademarks or other graphic signs, proprietary names, literary works to be placed on the Product, and that the performance of the Agreement shall not infringe any third-party rights, in particular trademark rights or copyrights or personal rights.
- The Customer represents that the designs, graphics or other graphic markings provided by the Customer are not encumbered by any third-party rights and that there is no dispute as to the ownership of the rights relating to the Work. The execution of the Order shall not infringe or violate any third-party rights in the Work.
- The Customer represents that it has the right to transfer the Work in order to perform the Agreement and that it is entitled to the relevant right (e.g. licence) to use the Work in the field of exploitation for the purpose of recording and multiplication of the Work, including by printing, reprography and digital technology within the meaning of article 50(1) of the Polish Copyright and Related Rights Act of 4 February 1994.
- The Customer hereby grants a non-exclusive licence of unlimited duration for HFT71 to record and reproduce the Work, including by printing, reprographic and digital techniques, for the purpose of performing the Agreement.
- The Customer shall be solely liable for any legal defects in the Work or the breach or falsity of the above representations.
- In the event of a dispute concerning the copyright in the Work, the Customer shall settle any potential claims arising therefrom, including by attending any possible proceedings and paying all related costs, including the costs of legal representation.
- HFT71 holds the economic copyright in the Design created by HFT71.
- All forms of intellectual property of HFT71, in particular designs, technological solutions, prototypes and samples supplied to the Customer may not be transferred by the Customer to third parties or used in any way without the knowledge and consent of HFT71.
- The publication of images of the Product or the Designs and Works used on HFT71’s corporate accounts on social media (Facebook, Instagram), on the website or in other advertising materials of HFT71 shall require the prior written permission of the ordering Customer.
WITHDRAWAL FROM THE AGREEMENT
- A Customer with consumer rights, who enters into a remote or off-premises agreement with HFT71 related to the business activity of the Customer consumer rights, whereby it is clear from the substance of the agreement that it has a non-professional character for the Customer with consumer rights, as evidenced by his/her particular line of trade disclosed under the provisions on the Polish Central Register of Business Activity and Information, may, within 14 days, withdraw from such an agreement for convenience without being liable for costs whatsoever, by providing a notice of withdrawal to HFT71. The period for withdrawal shall start running from the date of entry into the Agreement, in accordance with 3.12.
- An entrepreneur with consumer rights shall be entitled to withdraw from a remote Agreement for convenience within a period of 14 days from the day on which the entrepreneur or a designated third party takes possession of the purchased item. In such a case, the entrepreneur with consumer rights shall not be liable for any costs associated with the returns procedure, except that HFT71 may refuse to reimburse the shipping costs of the returned goods if the Entrepreneur with consumer rights chooses other than the cheapest delivery method.
- The right to withdraw from the Agreement shall be barred pursuant to Article 38(3) and 38(5) of the Polish Consumer Rights Act of 30 May 2014, in the event that:
- HFT71 has performed the service in full with the express consent of the Customer with consumer rights, who has been advised before purchasing the service that he/she shall forfeit the right to withdraw once the transaction is complete;
- A product is a non-prefabricated item manufactured to the Customer’s specifications or tailored to the Customer’s individual needs;
- A product is an item delivered in sealed packaging which cannot be returned after opening for health or hygienic reasons if the packaging has been opened after delivery;
- Withdrawal from the Agreement shall be null and void unless made in writing and submitted to HFT71.
- The Customer shall provide HFT71 with the personal data of the contact persons and employees designated to deal with HFT71 to the extent and for the purpose necessary to provide the services specified in the Agreement. HFT71 is the data controller of the personal data of persons acting on behalf of the Customer. The Customer shall comply with the information obligation towards the persons whose personal data has been made available to HFT71 by the Customer in connection with the provision of services, as set out in the information clause attached to the GTCs as Appendix 1.
- HFT71 and the Customer shall keep confidential the terms and conditions of the cooperation and all information concerning the other Party’s business, in particular commercial information that the Party obtains from or is provided with by the other Party in connection with the cooperation.
- The Parties shall regard as confidential any information which constitutes a business secret of the other Party, including information which may come into the possession of the other Party in the course of the cooperation, information relating to undertakings, including technical, technological, commercial information and know-how, regardless of whether such information has been marked as confidential and irrespective of the medium on which it has been recorded, whether generated by the data provided or obtained by other means.
- HFT71 shall not be obliged to maintain confidentiality in the event that:
- confidential information is generally known at the time it is disclosed to HFT71 or will be made public;
- confidential information is used or disclosed with the prior written consent of the Customer;
- its disclosure is required of HFT71 by law or by a final judgment or decision of a competent court of law or administrative authority.
- These GTCs are binding on the Customer in the event that:
- these GTCs are provided to the Customer prior to entry into an Agreement; and
- these GTCs are made available to the Customer in electronic form, including by providing a link on the HFT71 website.
- Legally relevant representations and notifications to HFT71 by the Customer after entry into an Agreement (regarding deadline arrangements, notice of defects, notice to withdraw) shall be in writing or else null and void.
- The GTCs shall be governed exclusively by Polish law.
- An amendment to the GTCs can be made by HFT71 unilaterally by notice to the Customer via e-mail or a message posted on the website.
- The consolidated text of the GTCs shall be available on the HFT71 website at: www.hft71.pl.
- If one of the provisions of these GTCs becomes entirely or partially ineffective (for example, due to a change in legislation), the remaining provisions shall remain effective. In such a case, the ineffective provision shall be replaced by a provision as similar to it as possible. The Parties shall endeavour to amicably resolve any disputes between the Parties through negotiation.
- Any disputes or claims arising in connection therewith and not resolved amicably shall be settled by the Polish court of law having jurisdiction over the registered office of HFT71.
- If these GTCs appear in a bilingual or multilingual version, the Polish language version of the GTCs shall prevail in the event of linguistic discrepancies.
Personal data processing
- The Controller of your personal data is HFT71 Sp. z o.o. with its registered office in Wrocław, Targowa 4, 52-326 Wrocław, entered into the register of entrepreneurs of the National Court Register kept by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division under number KRS 0000499241, NIP (Tax ID) 899-27-50-262 (hereinafter: Controller).
- Your personal data has been collected as part of an existing relationship with the Controller, during the signing or performance of an Agreement, as a result of an inquiry made to the Controller, or may have been provided by an entity in which you work or with which you cooperate.
- The Controller shall process the following data: identification data, contact details, job details as well as other data provided in connection with the cooperation or contact.
- Your personal data shall be processed mainly for the purpose of entry into and performing an Agreement made with the Controller, its settlement, defence against potential claims and fulfilling the Controller’s legal obligations.
- Personal data shall be processed for no longer than the period necessary to fulfil the above-mentioned purposes.
- The provision of the data referred to in Article 3 is voluntary, but necessary to enable the Controller to perform the Agreement.
- The legal basis for processing personal data is:
- the need to comply with a legal obligation incumbent on the Controller, such as the detection and prevention of fraud (Article 6(1)(c) of the GDPR);
- legitimate interest pursued by the Controller by asserting and defending against potential claims (Article 6(1)(f) of the GDPR).
- As a data subject whose data the Controller processes, you have:
- the right of access to your personal data;
- the right to request the rectification of your personal data that is inaccurate and the completion of incomplete personal data;
- the right to request the erasure of your personal data. This right shall not apply in particular if the processing is necessary for the fulfilment of a legal obligation requiring the processing by law or for the performance of a public task;
- the right to request the restriction of the processing of your personal data;
- the right to object to the processing of your data;
- the right to the portability of your personal data;
- the right to file a complaint with the supervisory authority in charge of personal data protection, i.e. President of the Personal Data Protection Authority in the event that the processing of personal data is deemed to have taken place in breach of generally applicable law.
- In order to exercise the rights referred to in 8, you may send a demand notice to the registered address of the Controller specified above or to: email@example.com
- The right to erasure and restriction of processing may be restricted due to the Controller’s obligations under applicable law.
- Your personal data provided to the Controller may be transferred to third parties, in particular to entities providing legal, advisory or accounting services to the Controller. However, only the data necessary for the performance of their activities will be disclosed to these entities.
- Your personal data shall not be transferred to a third country or international organisation except by law.
- Your personal data shall not be subject to automated decision-making, including profiling.