CONDITIONS OF COOPERATION
GENERAL CONDITIONS OF COOPERATION P.P.H. SELPO Arkadiusz Sosnowski
These general terms of cooperation apply to contracts concluded by P.P.H. SELPO Arkadiusz Sosnowski, address: 04-568 Warsaw, ul. Botaniczna 34, VAT ID number PL9521680120, hereinafter referred to as SELPO, and the Buyer - a legal person, natural person, organizational unit conducting business activities, the subject of which is the sale of goods. The Trading Conditions constitute an integral part of the contracts and are binding on both parties to the contract, unless the parties expressly and in writing agreed otherwise under pain of nullity.
I. General Terms
- The General Conditions of Cooperation are an integral part of the sales contract concluded by Selpo with the Buyer and are valid for the entire duration of the commercial cooperation. In the moment when Buyer place an order, this means that he accepts the General Terms and Conditions of Cooperation of Selpo.
- These Conditions shall apply to orders carried out by Selpo for the sale of products manufactured by Selpo on the basis and according to the Buyer's order, hereinafter referred to as "Products".
II. Offer, order confirmation and the contract
- Selpo accepts orders placed by the Buyer in writing, by fax or e-mail. The order must
contain the Buyer's data such as: company name, address, VAT ID, name of the person
authorized to place orders, contact telephone number, name and quantity of ordered
products, place and delivery conditions. The condition for the sales contract is that Selpo
accepts the order for realisation. Placing an order is a commitment to collect it by Buyer.
Selpo is each time entitled to refuse to accept an order.
- Selpo within 3 working days from the date of receipt of the order, sends the Buyer a written confirmation of receipt of the order by e-mail, confirming the following: a) information on the reference number of the ordered product; b) Product code; c) quantity of the ordered product; d) price; e) expected order completion date (week number); f) date and method of payment; g) date and place of receipt of goods; h) place and method of shipment; i) additional comments on transport;
- Selpo concludes a contract only by expressly confirming that the order has been accepted for realisation, sent in writing, by fax or e-mail. Placing an order does not bind Selpo if it is not confirmed by it in accordance with the above, and failure to reply will not be considered as an acceptance of the order.
- Selpo's statement on the acceptance of the order subject to changes or additions not
changing the essence of the content of the order shall be deemed to be its acceptance,
taking into account the reservations contained in the statement and constitutes the
conclusion of a sales contract. If no objections / comments are made to the confirmation
of the order fulfillment sent within 24 hours after its receipt, the order shall be deemed
accepted for execution.
- Orders are carried out in accordance with the General Conditions of Cooperation
available on the website www.selpo.pl.
- The parties agree that in the event of doubts as to the rights and obligations of the
parties under the contract, the content of the confirmation of acceptance of the order
for execution provided by Selpo shall be decisive.
- In order to be valid, any amendment to the terms of the contract or a separate oral
arrangement shall be confirmed by Selpo in writing and shall apply only to a given
- The terms and conditions for the performance of contracts with a different content
applicable at the Buyer's are not accepted by Selpo, with the exception of contracts for
individual packaging designs.
- In addition to the provisions contained in the General Conditions of Cooperation, Selpo
allows the possibility of concluding individual cooperation agreements and reserves the
right to accept orders in part and to reject them without giving any reason.
- Obowiązujące u Kupującego warunki realizacji umów o odmiennej treści nie są akceptowane przez Selpo, z wyjątkiem umów dotyczących indywidualnych projektów opakowań.
- Poza uregulowaniami zawartymi w OWW, Selpo dopuszcza możliwość zawierania indywidualnych umów kooperacyjnych i zastrzega sobie prawo do przyjmowania zamówień w części oraz do ich odrzucenia bez podawania przyczyny.
III. Prices and payment
- The price offers are given in PLN or EUR and do not include VAT taxes, but include the
prices of collective packaging (cartons, foil, industrial pallet, stretch foil).
- The price offer sent by Selpo is valid for 30 calendar days from the date of the offer.
- The prices presented in the offer are given for the quantity of products specified in the
inquiry or in the order. If the actual quantity of purchased products is different than the
one on the basis of which the offer was developed, Selpo has the right to modify the
- Selpo, after receiving the order from the customer, issues a Proforma Invoice, which is
sent by e-mail to the customer. The Proforma Invoice specifies the date and method of
payment. After the Buyer has made the payment and received the confirmation of the
payment, Selpo issues an invoice for the ordered "Products". A Proforma Invoice is valid
for 5 days from the date of issue.
- Invoices issued by Selpo are payable without any deductions within the period indicated
on the invoice from the date of issue. The parties may agree on other terms of payment,
however, the following rules are adopted:
i. 100% prepayment based on a Proforma Invoice before starting production,
ii. Other payment conditions are determined on the basis of the course of the current cooperation with the Buyer.
iii. odroczony termin płatności ustala się na podstawie przebiegu dotychczasowej współpracy z Kupującym.
- In the case of late payment, Selpo has the right to charge statutory interest for late
payment, starting from the date on which the payment deadline specified in the invoice
has expired. Moreover, Selpo has the right to charge the payer with the costs of
reminders in the amount of EUR 10 for each call.
- A delay in payments of more than 10 days entitles Selpo to suspend the realization of
next Buyer's orders until of settlement of overdue payments.
- The Buyer's reporting of any reservations, comments or complaints and their
consideration shall not suspend the payment deadline.
- If the Buyer withdraws an order already completed by Selpo, the Buyer shall be fully responsible for the resulting damage. Any prepayments made by the Buyer for this order shall be included in the costs incurred. In case of a deferred date, the Buyer covers all costs in accordance with the issued invoice.
IV. Cancellations, changes and order realisation
- An order may be changed or canceled in whole or in part only with Selpo's written
approval. In such a case, the buyer will be obliged to cover any additional costs that may
arise in connection with the change.
- The implementation of the order is based on the content of the written order and order
confirmation. Selpo is committed to timely execution and delivery of the product.
- In case of a delay in the execution of the order on the part of Selpo, the time limit for the execution of the order shall be extended by the duration of the obstacle or the reason for the delay, and Selpo shall at the same time inform the Buyer immediately about its occurrence and the new expected date of order fulfillment.
- Orders are processed in quantities that are a multiple of packaging. The basic packaging
is a carton box.
- The fulfillment of the order with the quantitative tolerance is accepted by the Buyer. In
the case of a changed quantity within the limits
to 50.000pcs +/- 10%
to 100.000pcs +/- 5%
to 1.000.000pcs +/- 3%
from 1.000.000pcs +/- 2%
the items on the invoice will be adjusted to the actual quantity of Products.
- The Buyer is responsible for ensuring that the technical data, quality and design of the
product as well as the specification of the raw material specified in his order or contract
meet his needs, allowing the use of technological recycle resulting from the adopted
plastics processing technology.
- If the order is performed by Selpo in accordance with the Buyer's order, any design
changes may be made at the Buyer's expense.
- Product specification of "Products" manufactured in accordance with the order will be
delivered only at the request of the Buyer, expressed in writing.
- Product technical data posted on the website www.selpo.pl, in catalogs, brochures, price lists and similar documentation are of an informative nature. The information contained therein is for illustrative purposes only and is not the basis for any claims in this respect.
VII. Delivery and delivery date
- Selpo delivers the ordered "Products" via a shipping company. The shipping cost for 1
pallet is calculated according to the shipping company's price list and the current fuel
price. The cost of delivery is not included in the Product price. And also the Euro pallet is
not included in the product price. It is possible to collect "Products" on your own - in the
case of collection of "Products" by your own shipping, the Buyer will be charged the cost
of the pallet according to the offer. In order to be valid, these arrangements should be
made in writing.
- The deadline for completing the order from the moment of its submission is a minimum
of 14 days. The order fulfillment period is counted from the date of approval of the
design by the Buyer or from the date the amount due is credited to Selpo's bank account.
– Pędzelki nielakierowane – 200.000szt/ paleta;
– Pędzelki lakierowane – 300.000szt/paleta;
- In case of a delay in collecting the goods or failure to collect the Products by the shipping
company commissioned by the Buyer within 7 days from the forecasted date of order
fulfillment, a contractual penalty will be charged in the amount of 0.1% of the order
value for each day of delay calculated from the date the order was completed by Selpo .
- If the collection date for the Products is exceeded by 30 days, Selpo has the right to issue
an invoice for the ordered goods, charge for the disposal of the unaccepted products and
storage costs in the amount of 0.1% of the order value for each day of delay calculated
from the date the order was completed by Selpo. The costs of disposal of unclaimed
products are determined by the company commissioned to perform the operation.
- If Selpo was unable to meet the deadline due to force majeure, the Buyer shall not be
entitled to any claims for compensation for the damage resulting from non-performance
or untimely performance of the contract. Selpo is obliged to inform the Buyer
immediately about the events which made the delivery impossible. The events referred
to as force majeure include, among others: disturbances in the operation of the plant not
attributable to Selpo, shortages of raw materials, limitations caused by government
orders, pandemic, natural disaster, strikes and war, which, despite due diligence, hinder
or completely prevent timely delivery. If Selpo has not yet started the execution of the
order, prolonged force majeure shall authorize the Parties to withdraw from part or all of
- Each partial delivery is a separate transaction and can be invoiced separately by Selpo. które pomimo dochowania należytej staranności utrudniają bądź całkowicie uniemożliwiają terminową dostawę. Jeżeli Selpo nie przystąpił jeszcze do realizacji zamówienia długotrwałe działanie siły wyższe upoważnia Strony od odstąpienia od części albo całości umowy.
- Każda dostawa częściowa stanowi odrębną transakcję i może być oddzielnie fakturowana przez Selpo.
VIII. Completion of delivery and transfer of risk
The risk of delivery of the goods shall be transferred to the Buyer upon handing it over to the Buyer's representative authorized to collect the goods, including the forwarder or carrier.
IX. Responsibility for defects
- The buyer, after receiving the goods, should immediately check it in terms of quantity
and quality. If the goods were delivered via a courier and at the time of their receipt,
quantitative and / or qualitative defects were found, the Buyer is obliged to draw up a
non-compliance report in the presence of the carrier.
- The Buyer shall be obliged to pursue any claims for defects in the goods or non-
compliance of the delivery with the order or its confirmation in writing to Selpo,
immediately after their detection - in the case of quantitative shortages, within 3 (three)
working days, and as to quality defects, within 14 working days from the date of delivery
of the goods, to Selpo in writing, using the form available at the Buyer's supervisor.
- Failure to meet the deadlines described above may result in the expiry of any claims of
the Buyer due to qualitative and quantitative complaints.
- In the declaration referred to in point VIII.2. The buyer is obliged to fully present the
subject of the complaint - a description of the defect and / or the result of the non-
compliance with the claim against Selpo and to send the necessary data to accept the
niezgodności wraz z roszczeniem względem Selpo oraz przesłaniu niezbędnych danych do przyjęcia reklamacji:
- number of the sales document of the claimed batch,
- description of the defect,
- samples of defective products,
- identification of the batch complained about with an indication of the number of defective products.
- The Buyer is obliged at all times to provide Selpo with samples of the goods complained
about, necessary for carrying out expert opinions, and for inspection at the place by
- If, during the complaint procedure, Selpo determines that the goods are defective, the
Buyer shall be entitled to:
- replacement of the goods with a new one, at Selpo's cost or
- reduction of the price of the goods or adopting another jointly developed solution between Selpo and the Buyer.
- Damage resulting from further processing of the goods, or when they relate to damage
caused by improper storage, use or not in accordance with the intended use, and when
caused by a delay in acceptance, are not covered by the return or exchange procedure.
- Selpo jest zwolniony z wszelkiej odpowiedzialności z tytułu rękojmi, jeżeli Kupujący wiedział o wadzie w chwili zawarcia umowy, złożenia zamówienia, dostarczenia
dokumentu Potwierdzenia Przyjęcia Zamówienia.
- In case of discovering the defects referred in point VIII.1, Selpo shall agree with the Buyer
on the manner of resolving the situation.
- If only some of the Products sold are considered to be defective and can be detached
from defect-free goods, the Buyer's right to resign from the performance of the order or
withdraw from the contract regarding the performance of his order is limited to
- If, due to a physical defect of the goods, the Buyer withdraws from the contract
regarding the performance of its order or requests the delivery of defect-free goods
instead of the defective goods, the Buyer may not return the goods without prior
consultation with Selpo.
- Quantitative and / or qualitative questioning of the goods does not entitle the Buyer to
withhold payments for completed deliveries.
- Selpo shall not be responsible for defects of the goods in case of their further sale to
- The period for considering the complaint is 14 days.
X. Return of goods
The condition for accepting the return of Products that have been questioned by the Buyer and accepted by Selpo is that they are undamaged, unprocessed in the Buyer's production processes and identifiable in terms of the parameters contained in the order, in their original collective packaging. In case of non-payment of the invoice, the goods will be required to be returned in integrally.
XI. Other arrangements
- By accepting the General Conditions of Cooperation, the Buyer agrees to the processing
of his personal data by Selpo in order to perform the order and for marketing purposes
related to its activities.
- In matters not covered by the regulations of this contract, the regulations of the Civil
Code shall apply.
- The law applicable to contracts concluded between the Parties is Polish law.
- Any disputes that may arise between the Parties will be first settled amicably.
- All cases brought to court, which may arise from contracts concluded as part of orders submitted by Buyers and accepted by the Supplier, will be settled by Polish common courts with territorial jurisdiction over the Supplier's seat.
- By placing an order with Selpo, the buyer accepts the above arrangements and agrees to
the performance of the order on their basis.
- All designs, drawings, models including production molds and necessary tooling etc. are
the exclusive property of Selpo including all intellectual property rights.
- All standard products offered by Selpo are its intellectual property. If, in the course of using the goods, it turns out that this results in an infringement of the intellectual property rights of third parties, Selpo shall not be liable for legal defects of the delivered products, nor will it participate in the dispute. Upon the release of the goods, the risk and the obligation to check any possible infringement of intellectual property rights rests with the Buyer.