GENERAL TERMS & CONDITIONS OF SALE

- SEMA-PRINT : GENERAL TERMS & CONDITIONS OF SALE -
These terms and conditions of sale shall be governed by the principles of cooperation between the company SEMA-PRINT Sp. z o.o. Sp. k. with its registered office at: 31-990 Kraków, ul. Wadowska 2, hereinafter referred to as SEMA-PRINT, and the ordering party, hereinafter referred to as the Customer.
§ 1. ORDER.
1. Orders placed with SEMA-PRINT are accepted in writing. The order should include contact details (postal address, telephone and fax numbers, e-mail address) and the name of the person ordering on behalf of the Customer. The order should be stamped and signed by the Customer.
2. Written order should be submitted to SEMA-PRINT by fax (+48 12 684 66 10) or e-mail to the address of the SEMA-PRINT Sales Representative or general e-mail address: biuro@semaprint.com.pl.
3. In the case of first order placed with SEMA-PRINT, the Customer shall be required to submit in the form of fax or scan their registration documents (current extract from the National Court Register, or a current copy of Entry To Register of Economic Activity, Regon, NIP).
4. The person ordering on behalf of the Customer shall have the authority to represent the Customer. However, if the person is not included in the registration documents of the Customer, they shall submit separate authorization for the person ordering, signed by the person having the authority to represent the Customer.
5. The goods purchased by the Customer remain the property of SEMA-PRINT until full payment for the goods ordered.
6. Deadline for execution of the order shall be determined in consultation with the SEMA-PRINT Sales Representative. Order execution deadlines range from one week to four weeks, depending on the type of product ordered, and the finishes requested by the Customer (print, embroidery or other). In special cases, SEMA-PRINT reserves the right to change the order execution deadline.
7. In the case of orders preceded by the preparation of prototype/trial product, the agreed order execution deadline shall be extended by the time required for preparation of the prototype/trial product and for acceptance of the prototype/trial of the product by the Customer.
8. In the case of orders preceded by a deposit/advance payment, the agreed order execution deadline shall be extended by the time required for the Customer to settle the payment. SEMA-PRINT reserves the right to commence order execution only after the agreed amount of deposit/advance payment is made by the Customer (in this case, the date of crediting the funds to a bank account or cash register of SEMA-PRINT shall be decisive).
9. Minimal bulk orders must comply with the minimum amounts set out in the price list of SEMA-PRINT.
10. SEMA-PRINT reserves the right not to accept or suspend the execution of the subsequent orders of the Customer, in the event of arrears in the payment for his earlier order.

§ 2. TRANSPORT.
1. In the case of orders exceeding PLN10 000.00 net and delivered to one location within the territory of Poland, the entire cost of transport of goods ordered at SEMA-PRINT shall be covered by SEMA-PRINT.
2. For orders with a value of less than PLN10 000.00 net or in the case when a single batch of ordered goods sent to a single location does not exceed PLN10 000.00 net, the cost of transport shall be covered by the Customer. In this case, the cost of transport:
- is covered directly by the Customer (Cash on Delivery)
- is covered by SEMA-PRINT and then taken into account/added to invoice issued to the Customer.
3. In the case of delivery of goods ordered by the Customer in batches, where the value of a single batch does not exceed PLN10 000.00 net, the cost of transport for each batch shall be covered by the Customer under the terms of §2 point 2.
4. In the case of delivery of goods ordered by the Client outside the Polish borders, the conditions and prices of transport shall be determined individually with the SEMA-PRINT Sales Representative.
5. The Customer shall be given the option of the personal collection of the ordered goods directly in at the SEMA-PRINT headquarters as well as regional offices in Warsaw and Poznań (addresses can be found on the official website www.semaprint.com.pl). In this case, SEMA-PRINT does not charge any additional transport costs.
6. When sending the goods to the Customer, SEMA-PRINT uses the services of a courier/freight forwarding company specializing in consignments of goods.
7. The absence of written information concerning the method of delivery of goods ordered by the Customer on the written order shall be construed as consent to send the ordered goods to the the Customer's headquarters or the address indicated by the Customer in the order via courier/freight forwarding company selected by SEMA-PRINT and carried out according to the current price list of the selected courier/freight forwarding company.

§ 3. PRICES.
1. Price lists of the products and services offered by SEMA-PRINT are available only at the SEMA-PRINT Sales Representative. Due to the nature and variety of embellishments offered by SEMA-PRINT, all inquiries require individual calculation.
2. All prices are included in the price lists and calculations are net prices and do not include VAT calculated at the current rate.
3. In the case of orders including shipping beyond the Polish borders, sales to the European Union countries are executed according to current tax laws in force on the territory of the European Union.
4. SEMA-PRINT reserves the right to change prices without prior notice.

§ 4. PAYMENT.
1. In terms of receivables insurance, SEMA-PRINT has a standing cooperation with the EULER HERMES insurance and financial group. The prerequisite for receiving the extended deadline for payment (deferred transfer) is insurance of the Customer with EULER HERMES. Details of insurance are available from every SEMA-PRINT Sales Representative.
2. If the Customer does not meet the requirements of EULER HERMES, they shall be obliged to make payments for the goods ordered at SEMA-PRINT on the basis of cash payments made before or, at the latest, upon receiving the ordered goods or via bank transfer prior to delivery of the ordered goods.
3. In the case of non-fulfillment by the Customer of EULER HERMES insurance requirements, SEMA-PRINT reserves the right to request advance payment from the Customer towards the execution of the order. SEMA-PRINT reserves the right to determine the appropriate conditions and the amount of the advance by way of individual negotiations.
§ 5. GOODS.
1. Due to nature of the production process, SEMA-PRINT reserves the right to supply +/- 5% of the ordered quantity of the goods. The Customer undertakes to accept the quantity supplied and to pay for it. In the case of exact requirements in terms of quantity of the goods ordered, the Customer agrees to incur additional costs related to this requirement. On its part, SEMA-PRINT resolves to will do everything in its power to ensure that the quantity is not less than ordered. Surplus and waste products with minor defects may be donated to charity or sold at the SEMA-PRINT internal fair. Upon request of the Customer, SEMA-PRINT can deliver second grade goods at an agreed price.
2. In the case of embellishment of the Customer's (entrusted) product, SEMA-PRINT shall not be responsible for checking quality of the product. SEMA-PRINT may charge an additional fee for processing of the Customer's product. In addition, the Customer agrees to up to 5% waste generated in the process of embellishing, for which SEMA-PRINT assumes no financial responsibility.
3. SEMA-PRINT has the right to make changes in the number of units ordered in different sizes of clothing. These changes may not exceed 10% of the ordered quantity of the goods.
4. SEMA-PRINT shall not be held responsible for temporary shortages of goods from suppliers.
5. For reasons beyond its control, SEMA-PRINT cannot guarantee continuity of products with identical shade and material structure. The colors of products in the catalogue may differ from the actual color of the products ordered.
6. The logo or content of print or embroidery, as well as the required format must be submitted via e-mail or other electronic media, along with the printout and accurate description of the size and color of the pattern. Preparation of the project non-compliant with the requirements of SEMA-PRINT shall involve additional charges and may contribute to the extension of the order execution deadline.
7. Films, matrices, embroidering programs and other materials necessary and required to execute the order shall remain the property of SEMA-PRINT.
8. Articles of clothing with embellishments made by SEMA-PRINT are packaged individually into plastic bags and then into cartons. Non-embellished articles of clothing are not packaged individually. Each carton contains a description of the number and sizes of clothing contained therein. Any other method of packaging is subject to additional agreements.
9. SEMA-PRINT reserves the right to charge additional fees for storage and/or re-shipment of products ordered by the Customer, in the case of delay in the receipt of the goods resulting from the Customer's fault or unjustified refusal to accept the goods. In such case, the additional fees for storage and/or transport will be included in a separate VAT sales invoice issued by SEMA-PRINT to the Customer.

§ 6. COMPLAINTS.
1. Only to goods classified as defective or non-compliant with the order by the SEMA-PRINT Customer Service Department shall be subject to complaints. The Customer shall be obliged to submit information about any deficiencies in quantity or quality of goods to the SEMA-PRINT Customer Service Department in writing within 14 days of receipt of the goods. The Customer shall bear all transportation costs associated with the return of the goods subject to complaint.
2. Goods subject to complaint may be received only in its original form, i.e. the same as upon dispatch from SEMA-PRINT. Goods cannot bear traces of any modifications, additional finishes in the form of prints, embroidery or other, not made by SEMA-PRINT, or any signs of use.
3. Upon sale or transfer of the goods to the next recipient, the responsibility for any defects in quality and quantity of the goods is transferred to the Customer. Checking the goods before passing it to a third party is the responsibility of the Customer. The same applies to goods subjected to further treatments (i.e. printing or embroidery), in the case of the Customer acquiring SEMA-PRINT merchandise without embellishment. Returns of goods which have been processed in any way shall not be accepted.
4. Any complaints shall be settled within 14 days of written notification and delivery of the defective goods to the premises of the SEMA-PRINT.
5. In justified cases of complaints, SEMA-PRINT undertakes to deliver the goods free from defects at the delivery address in line with the delivery address provided by the Customer in the order at the expense of SEMA-PRINT.

§ 7. COPYRIGHTS :
1. The Customer agrees to the use of products made by SEMA-PRINT in advertising materials of SEMA-PRINT, on the SEMA-PRINT website, as part of exhibitions at trade fairs and as samples of technical capabilities of SEMA-PRINT in terms of quality of images or materials used. SEMA-PRINT reserves the right to place information about services performed for the Customer in their advertising.
2. The Customer shall bear full responsibility for possession of the copyright and/or right to registration of the mark to the extent necessary to execute the order entrusted to SEMA-PRINT.
3. SEMA-PRINT does not carry out the verification of the order in terms of the use of copyright by the Customer. In this respect, SEMA-PRINT shall be excluded from any responsibility towards the Customer or any third parties.

§ 8. FINAL PROVISIONS.
1. Any changes relating to the above conditions require a written form and approval of both Parties to be valid.
2. Disputes arising as a result of these Terms and Conditions shall be settled by arbitration agreements. In the case of a disagreement, dispute shall be settled by the court competent for the seat of SEMA-PRINT.
3. In matters not covered by the above terms and conditions, provisions of Polish law shall apply.