General Terms and Conditions of Sale
General Terms and Conditions of Sale of the japaprint.com website.
Scope of application
- The General Terms and Conditions of Sale, hereinafter referred to as "GTC," apply exclusively to all contracts concluded by the Seller with Contractors who are not simultaneously Consumers within the meaning of the Act of April 23, 1964 - Civil Code (Journal of Laws 2014.121, as amended) and constitute an integral part of such sales contracts. These GTC do not apply to contracts concluded by the Seller with Buyers who are simultaneously Consumers within the meaning of Article 22(1) of the Civil Code.
- These GTC constitute an integral part of the Regulations of the japaprint.com website, supplementing and modifying the content of the Regulations as described in these GTC in every case where the Seller concludes a contract with a Contractor, i.e., with an entity that is not simultaneously a Consumer within the meaning of the Act of April 23, 1964 - Civil Code (Journal of Laws 2014.121, as amended). In the case described above, the provisions of these GTC take precedence over the relevant provisions of the japaprint.com website Regulations. This means that in the event of any conflict or discrepancy between the provisions of the Regulations and the GTC, these GTC shall prevail and determine the content of the contract concluded by the Parties.
- All other provisions of the Regulations not amended in these GTC, as well as provisions of the Regulations whose validity has not been excluded on the basis of these GTC, shall apply accordingly to all contracts concluded by the Seller with the Contractor.
General Terms and Conditions of Sale
- § General Provisions
The terms and phrases used in these GTC have the same meaning as the terms and phrases contained in the Regulations of the japaprint.com website, with the following modifications and additions:
- "Contractor" - means exclusively:
- a natural person conducting business activity and purchasing a Product from the Seller for purposes directly related to that business or professional activity, or
- a legal person, or
- an organizational unit without legal personality,
who purchases a Product by concluding a contract with the Seller.
- "Seller" - has a meaning consistent with that defined in the Regulations
- "Parties" - means the parties to the concluded contract, i.e., the Seller and the Contractor
- "Product" - has a meaning consistent with that defined in the Regulations
- "Regulations" - Regulations of the japaprint.com website
- "GTC" - these General Terms and Conditions of Sale of the japaprint.com website \\
The Parties exclude the application of the Contractor's contract templates, i.e., in particular, general terms and conditions of purchase, sample purchase agreements, or purchase regulations.
- § Principles of operation of the Website and subject of sale
Principles of operation of the Website and subject of sale - in accordance with § 2 of the Regulations.
- § Conditions for using the Website, placing orders, concluding contracts, provision of services, and Seller's liability
Conditions for using the Website, placing orders, concluding contracts, provision of services, and Seller's liability - in accordance with § 3 of the Regulations, with the following modifications and additions:
- Product prices include standard packaging chosen by the Seller each time. If the Contractor requests packaging other than standard, they will be obliged to bear the resulting costs, about which they will be informed by the Seller.
- The Contractor is obliged to collect the Product within the term agreed upon by the Parties. In the event of the Contractor failing to collect the Product or in the event of an unjustified refusal by the Contractor to collect the Product, the Seller reserves the right to charge the Contractor with all costs incurred thereby, including in particular the costs of returning the Product to the Seller, the costs of storing the Product, and any other costs incurred by the Seller due to the Contractor's failure to collect the Product or unjustified refusal to collect the Product. In such a case, the Seller also has the right to claim full compensation from the Contractor, on the terms established in the Civil Code.
- Before collecting the shipment and signing for receipt on the waybill, the Contractor is obliged to carefully examine the Product's packaging and the Product itself for any visible damage during transport and to take all actions aimed at establishing the carrier's liability and preparing an appropriate damage report.
- The Contractor should unpack the Product and examine it quantitatively and qualitatively, especially for visible damages that may have occurred during transport. Any shortages or damages to the Product should be recorded in a damage report. In the case of deliveries of Products in bulk packaging, which would be impossible or too time-consuming to check in the presence of the courier, the Contractor is obliged to thoroughly examine the Product and report any deficiencies to the Seller as soon as possible, but no later than within 2 days from the date of Product delivery. However, this does not relieve the Contractor of the obligation referred to in paragraph 3 of this section. Regardless of the above, the Contractor is obliged to submit a complaint regarding Product damage during transport also in the manner specified in § 5 section 9 of the Regulations, no later than within 2 days from the date of receipt of the shipment by the Contractor. Confirmation of Product receipt by the Contractor is confirmation of the proper fulfillment of the service and due performance of the contract by the Seller.
- The Seller is not responsible for delays in the performance of the subject of the contract if the delay resulted from reasons not attributable to the Seller, i.e., in particular due to:
- the occurrence of force majeure, as defined in § 5 section 12 of these GTC
- the occurrence of an event for which the Contractor is responsible
- the occurrence of an event for which third parties, independent of the Seller, are responsible.
- It is established that the standard delivery period for the Product is 1 to 3 working days from the date of dispatch of the Product from the Seller's printing house. The Product delivery period may be extended by the Seller (but not by more than 3 days) in the event of a large number of orders accepted for fulfillment by the Seller during a given period, of which the Contractor will be informed by the Seller.
- The Parties establish liability for non-performance or improper performance of the contract in the form of contractual penalties only in the following cases and amounts:
1. The Contractor may charge the Seller with contractual penalties:
- for withdrawal from the contract by the Contractor due to reasons attributable to the Seller, in the amount of 5% of the net contractual remuneration for the performance of the Product,
- for delay in the performance of the Product, in the amount of 0.01% of the net contractual remuneration, for each day of delay, but not more than 5% of the net contractual remuneration value.
2. The Seller may charge the Contractor with contractual penalties:
- for withdrawal from the contract by the Contractor due to reasons independent of the Seller, or by the Seller due to reasons attributable to the Contractor, in the amount of 10% of the net contractual remuneration,
- for delay in collecting the Product in the amount of 0.01% of the net contractual remuneration for each day of delay, calculated from the day following the date on which the Product was to be collected.
- It is established that the total amount of all penalties due to each of the Parties under these GTC is 50% of the total net remuneration of the Seller for the performance of the Product.
- The provisions contained in paragraphs 6 and 7 of this section do not exclude the possibility for each of the Parties to seek compensation on general terms, if the damage exceeds the value of the contractual penalty, subject to the content of paragraph 9 of these GTC.
- It is established that the Seller's liability for damages caused to the Contractor - regardless of legal grounds - is limited to the value of the contract concluded with the Contractor, the non-performance or improper performance of which was the cause of the damage suffered by the Contractor. This also applies to damages resulting from Product defects. Notwithstanding the foregoing, the Seller is solely responsible for actual direct damages incurred by the Contractor, while the Seller's liability for indirect damages is excluded. The Seller is also not liable for the benefits that the Contractor could have achieved if no damage had occurred, i.e., for lost profits.
- The Seller is not liable for delays in Product delivery caused by the carrier. Damages incurred during Product transport can only be the basis for the Contractor to demand a discount from the Seller not exceeding the value of the product of the unit price and the quantity of damaged Product units, calculated based on the sales invoice.
12. When concluding a contract with the Seller to receive the ordered Product, the Contractor should meet the following conditions, which are necessary for the proper performance of the contract by the Seller:
- The design submitted for printing by the Contractor should be prepared in CMYK color mode, without embedded color profiles. The Seller is not responsible for color changes in works resulting from the conversion of non-compliant profiles to the ISO Coated v2 (ISO 12647-2):2004 profile.
- The design submitted for printing by the Contractor should comply with the format of the placed order, including bleed, and should be centered on the sheet. The Seller is not responsible for the Contractor's failure to comply with the content of this point and resulting inconsistencies or errors in the Product.
- The design submitted for printing by the Contractor should take into account that the first page will be treated as the outside, and the second page as the inside. Products executed by the Seller are always rotated via the right/left side, and never rotated via the top/bottom. If single-sided embellishment was chosen by the Contractor in the order, it will be applied to the first page. The Seller is not responsible for the Contractor's failure to comply with this point and resulting inconsistencies or errors in the Product.
- The Product executed by the Seller is checked according to the mock-ups provided with the given order. Therefore, the graphics should be prepared by the Contractor in accordance with the mock-ups.
- To achieve high-quality Product printing, the designs attached by the Contractor to orders should be entirely prepared at a resolution of at least 300 dpi (350 dpi recommended).
- Orders placed in the Seller's online store are handled by an IT system, and therefore, in some situations, additional actions may be required from the Contractor before the order is sent for fulfillment. In view of the above, the Contractor is obliged to monitor the placed order after its creation, and the Contractor will be informed about the individual stages of its fulfillment via the e-mail address provided during account registration.
- PDF files submitted for printing by the Contractor should be certified, i.e., free from defects in the PDF code that cause errors during ripping of works in the Seller's printing house.
13. By concluding a contract with the Seller, the Contractor is fully aware and accepts the fact that due to the specificity of Product manufacturing technology and the method of delivery of Products supplied by the Seller, the performance of the contract concluded by the Parties will take place taking into account the following conditions:
- The difference in dimensions of Products manufactured by the Seller, considering the tolerance of the cutter error used by the Seller, may be up to 2 mm.
- The color scheme of the finished Product should be within a tolerance of up to 5 Delta E units between the color obtained in production and the sample indicated by the Contractor. To more accurately reproduce the colors and check how the colors used in the design will look in print, the Contractor has the option to order a digital proof before printing the actual order. The proof print only reflects the colors of the work. The Product during processing (especially thin lines below 0.7 mm) may differ from the final product obtained after printing from an offset machine.
- Product finishing in the form of foil may cause a visual change in the Product's color. This change cannot be the basis for the Contractor to submit a complaint regarding the Product's color scheme.
- A Product printed on coated paper will have a different color saturation than a Product printed on offset paper, because in both cases of printing, a substrate with different ink absorption is used.
- In a situation where the grammage of the Product cover is different from the grammage of the catalog contents, a color difference may arise between these elements in the Product, which is caused by printing these elements on different sheets.
- Folded leaflets in the production process are folded or creased, which may cause slight cracks in the ink on the spine of the leaflet. Therefore, for full coverage, it is recommended to choose a foil finish, which will further protect the print.
- During the binding process, i.e.: cutting, folding, creasing, stitching, and gluing of catalogs, shifts may occur, but not exceeding 2 mm.
- The quantity of Products delivered by the Seller to the Contractor may differ from the quantity of Products ordered by the Contractor within a range of +/-5%.
- Due to the specificity of printing machines, dirt (spots) of any ink color created during printing not exceeding 1% of the Product surface cannot be the basis for the Contractor to demand reprinting of the Product. In this case, the Seller may only grant a discount in an amount individually agreed upon by the Parties, but in no case exceeding the equivalent of 10% of the net value of the Seller's remuneration.
- During printing, a registration shift of individual inks up to 0.2 mm may occur, resulting from the printing technology according to which CMYK inks are successively layered by the printing machine.
- Staples used for the catalog during binding may slightly differ in position on the spine, which does not constitute a basis for the Contractor to submit a complaint regarding such Product.
- The paper grain direction is determined by the Seller for a given Product.
- The Seller reserves the right to change the paper grammage to a higher one in order to maintain the declared shipping deadline.
- When producing Products, the Seller uses high-lineature halftones, where color angles differ from standard ones; these are used to avoid the phenomenon of moiré.
- Taking into account the assumptions, conditions, and production technology requirements indicated above in paragraphs 11 and 12, the Contractor, by concluding a contract with the Seller, acknowledges and accepts that the occurrence of any of the events described in paragraphs 11 or 12 of this section will not be understood as improper performance of the contract by the Seller and, as such, will not constitute a basis for asserting any claims against the Seller due to non-performance or improper performance of the contract, and any complaints submitted by the Contractor on this account will not be recognized by the Seller.
4. § Seller's remuneration and payment method
- Seller's remuneration and payment method - in accordance with § 4 of the Regulations, with the following modifications and additions
- The Seller reserves the right of ownership of the Product until full payment for the Product is received.
- The Seller allows for the possibility of selling Products to Contractors with deferred payment terms, provided that such a form of payment is separately agreed upon by the Parties.
- In the case of deferred payment terms, the Parties understand payment of remuneration as the crediting of the Seller's bank account indicated on the invoice.
- In case of delay in payment of remuneration, the Contractor shall pay the Seller interest at the statutory rate. If the Contractor delays payment of any due amounts to the Seller, the Seller, in addition to other rights arising from the contract concluded by the Parties and from legal provisions, also has the right to immediately suspend Product deliveries and to refuse to accept further orders for fulfillment, until the Contractor settles outstanding payments along with interest. All costs associated with the suspension of Product deliveries, including in particular the costs of storage and insurance of Products, shall be borne by the Contractor.
- In the event of circumstances indicating a threat to the Contractor's timely fulfillment of its obligations, the Seller reserves the right to suspend Product deliveries and refuse to accept orders for fulfillment until the outstanding receivables are paid or adequate security for the payment of remuneration is provided by the Contractor.
- Without the prior written consent of the Seller, the Contractor has no right to offset its receivables against the Seller's receivables.
5. § Right of withdrawal, complaints, and quality guarantee
Right of withdrawal, complaints, and quality guarantee - in accordance with § 5 of the Regulations, with the following modifications and additions:
- The Contractor is not entitled to withdraw from the contract concluded with the Seller, except when the delay in the execution and delivery of the Product, caused by the Seller, is longer than 30 days. In such a case, the Contractor may withdraw from the contract after the unsuccessful expiry of an additional 14-day period, specified in writing, for the performance of the subject of the contract.
- The Contractor is obliged to notify the Seller of any claims regarding delivery delays, in writing, no later than within 7 days from the moment the delivery should have taken place according to the contract. Failure to present claims within this period means the Contractor's unconditional waiver thereof.
- Delays in delivery caused by reasons for which the Seller is not responsible do not release the Contractor from the obligation to collect the Products and pay the remuneration. If the Contractor's delay in payment of remuneration to the Seller exceeds 14 days, the Seller will be entitled to withdraw from the contract without prior sending of any additional requests to the Contractor and to demand from the Contractor payment of a contractual penalty in the amount of 50% of the net remuneration value (excluding VAT) due to the Seller for the execution and delivery of uncollected Products, regardless of the Seller's demand for payment from the contractor of the full remuneration amount agreed upon in the contract. After this period, the Seller may also, while retaining the right to withdraw from the contract at any time, store the uncollected Products in any place at the Contractor's risk and expense and demand the Contractor's fulfillment of contractual obligations. The Seller may also demand reimbursement of storage costs and may seek compensation to the extent that the damage suffered by it exceeds the value of the contractual penalty reserved above.
- The Seller may withdraw from the contract within 60 days from the date of occurrence of events constituting grounds for such withdrawal.
- In the case of contracts concluded with Contractors, the Seller's liability under warranty for defects is excluded.
- The Seller is liable to the Contractor solely under the guarantee in case of Product defects.
- Rights under the guarantee expire after 12 months counting from the date of Product collection by the Contractor.
- Defects of the Product revealed during the guarantee period will be remedied by the Seller within a technically justified period, agreed upon with the Contractor each time. The Contractor loses rights under the guarantee if they do not notify the Seller of the defect within 7 days of the Product delivery to the Contractor.
- The Contractor is obliged to return the entire complained-of batch.
- The complaint cannot concern the type and quality of paper, if it was previously accepted by the Contractor.
- The condition for the Seller to recognize a claim under guarantee is the presentation by the Contractor of the original purchase invoice for the Products or the original Product delivery document, and the submission of a written complaint to the Seller or its registration on the Seller's website. For its effectiveness, the aforementioned written complaint or its registration on the website should occur within 7 days from the delivery of the Products to the Contractor.
- In the event of a complaint being accepted, the Seller will, at its discretion, remove the Product defect, deliver a Product free of defects, or propose a reduction in the Seller's remuneration for the delivery of the defective Product.
- The Seller is not responsible for non-performance or improper performance of its obligations if such non-performance or improper performance results from circumstances caused by force majeure. By force majeure, the Parties understand circumstances independent of the Seller, including in particular fires, floods, and other natural disasters, wars, strikes, riots, demonstrations, epidemics, embargoes, interruptions or delays in the supply of raw materials, energy, and components, and other unforeseen disruptions, in particular, reduction of working hours in the factories of suppliers of components for the production of Products sold by the Seller or their subcontractors, work stoppages, circumstances attributable to carriers, decisions of public administration authorities, changes in law, and other similar circumstances.
6. § Privacy and security
Privacy and security - in accordance with § 6 of the Regulations.
- § Intellectual Property
Intellectual property - in accordance with § 7 of the Regulations.
- § Final Provisions
Final Provisions - in accordance with § 8 of the Regulations, with the following modifications and additions:
- The provisions of these GTC do not apply to contracts concluded by the Seller with Consumers within the meaning of the Act of April 23, 1964 - Civil Code (Journal of Laws 2014.121, as amended).
- The Seller reserves the right to amend these GTC. The amendment is made by placing the new content of the GTC on the japaprint.com website.
- Contracts concluded during the validity of the previous version of the GTC, i.e., before the date of placing the new content of the GTC on the Store's website, will be performed in accordance with the provisions of the previous version of the GTC.
- If individual provisions of the GTC become invalid for any reason, this does not affect the validity of the remaining provisions of the GTC.
- Any amendments to contracts concluded by the Parties, of which these GTC are an integral part, require written form for their validity, under pain of nullity.
- In matters not regulated in the Agreement and the GTC, the relevant provisions of the Seller's Regulations, the Civil Code, and other generally applicable legal provisions shall apply.
- Disputes arising between the Seller and the Contractor shall be resolved by the common court having jurisdiction over the Seller's registered office.