General Terms and Conditions of Sale

§ 1 General Provisions Scope

1. These General Terms of Sale (hereinafter referred to as "GTS") shall apply to the contracts of sales (hereinafter referred to as "Contracts" or "Contract" in singular) concluded by the company L-Shop-Team Polska sp. z o.o. with its principal seat in Krakow, Poland (hereinafter referred to as "L-Shop”) with customers (hereinafter referred to as "Customers" or "Customer" in singular) who are not consumers within the meaning of art. 221 of the civil code (hereinafter also referred to as "CC”).
2. GTS also apply to future Contracts concluded with the same Customer while neither L-Shop has to refer to them again nor the Customer has to accept them in writing.
3. Individual agreements made in particular cases (especially oral agreements) shall prevail over the provisions of GTS only when they have been confirmed in writing by L-Shop.
4. Legally relevant statements and notifications submitted by the Customer to L-Shop (e.g. setting a deadline, notice of defects, withdrawal statement) must be in writing to be valid.
5. The indications concerning the mandatory provisions are only of explanatory nature. The mandatory provisions are also in force without such indications unless they have been directly changed or explicitly excluded in GTS.

§ 2 Conclusion of Contract, Prices and Terms of Payment

1. Announcements, catalogues, advertisements, price lists, product descriptions and other information and documents addressed by L-Shop to the public or to particular Customers (also in the Internet, in an electronic form or with regard to whom L-Shop has reserved its property rights or/and copyrights) (hereinafter referred to as "Publications”) are not binding. They do not constitute an "offer" but only an "invitation to enter into contract" within the meaning of the civil code provisions.
2. The Customer is obliged to send the following documents less than 3 (three) months old with the first order:
   1. current certified copy from the National Judicial Register or a statement confirming the entry in the business register or another document confirming the organisation and legal form of the Customer; and
   2. a decision or a statement on the assignment of the NIP tax identification number; and
   3. REGON identification number certificate.
3. Orders are accepted only in writing or through the on-line store. An order must contain the following Customer's data:
   1. name;
   2. taxpayer's ID no;
   3. REGON [National Business Registry Number];
   4. accurate address;
   5. telephone number;
   6. Full name of the contact person representing the Customer;
   7. readable signature of the person authorised to enter into legally binding commitments on behalf of the Customer (not applicable to the orders submitted through the on-line store).
4. The order can be placed through the on-line store only after the Customer data indicated above in items a) - b) have been registered
5. The order placed by the Customer constitutes a binding offer to conclude the Contract. Only in case of an order placed through the on-line store, L-Shop immediately sends the Customer an order confirmation which does not yet constitute acceptance of the offer to conclude the Contract; art. 661 § 2 - § 3 of CC are not applicable. L-Shop accepts the offer to conclude the Contract by accepting the order. The Contract is concluded at the moment when the Customer receives a written acceptance of the order, and in case of an electronic acceptance of the order - it is concluded at the moment when it is entered into means of electronic communication in such a way as to make the Customer able to get familiar with its content.
6. Orders shall be processed with due diligence regardless of their value.
7. Unless otherwise specified in the given case, the prices are ex warehouse, valid at the moment of the conclusion of the Contract and increased by current rate of the tax on goods and services. The prices are given in Polish zlotys (PLN)
8. The first two orders made by a new Customer are payable in advance by transfer upon the placement of the order. After the first two orders, the Customer and L-Shop may agree on a different term of payment.
9. Orders amounting to not more than PLN 800.00 are always payable in advance by bank transfer upon the placement of the order.
10. In case of orders amounting to more than PLN 3,000.00 net, the Customer is obliged to make a down-payment in the amount of 40% of the order value, increased by current rate of the tax on goods and services, immediately following the acceptance of the order. The product(s) is (are) shipped only after the down-payment has been received in the account. In case when the down-payment has not been paid within 3 days following the acceptance of the order, the Contract automatically expires. The remaining part of the price is payable within 14 days following the day when the invoice was issued.
11. In case of orders amounting to more than PLN 40,000.00 net, the Customer is obliged to present a bank guarantee or a letter of credit.
12. In case of all payments done in advance and in the form of down-payments, the Customer may deduct a 2% discount.
13. The Customer may lodge a request for a different payment term to be fixed. A different payment term (item 8 sentence 2) may only be fixed for those Customers whose history of orders does not show any difficulties related to payments. The Customer's request may be unaccepted without the reasons being indicated.
14. In the event of late payment, statutory interest shall be charged. Additionally, all other costs (including, i.a. costs of sending requests for payment and collection procedures, all related fees and expenses, judicial costs, administrative costs and attorney's costs etc.) shall be charged.
15. If it turns out after the conclusion of the Contract that L-Shop's price payment claim is jeopardised due to the Customer's inability to carry out the obligation (e.g. due to a bankruptcy petition), L-Shop may withhold providing its service or withdraw from the Contract.
16. L-Shop is authorised to issue invoices without the Customer's signature. L-Shop shall, immediately after issuing the invoice, send it immediately to the Customer.

§ 3 Reservation of Property, Set-Off, Right of Retention

1. Until the moment when the Customer has paid contractual pecuniary debts, the product(s) subject to the Contract shall remain the property of L-Shop.
2. The Customer may set-off its receivables against the receivables of L-Shop only when the Customer's receivables are indisputable and have been finally confirmed a court of law or accepted by L-Shop in writing.
3. The Customer may execute the right of retention only when the Customer's mutual claim results from the same Contract as the L-Shop's claim.

§ 4 Costs of Delivery

1. The delivery is carried out by a carrier indicated by L-Shop or the customer.
2. The delivery may be standard or optional.
3. The standard delivery costs are calculated on a flat-rate basis and include the following costs:
   1. packaging;
   2. preparing delivery documents;
   3. transport;
   4. delivery;
   5. insurance
4. In case of a special delivery (for example, in case of observing the delivery date when the delivery is processed on an express basis or when it is carried out by a courier or another comparable forwarding service), the additional costs are charged to the Customer.
5. The costs of delivery are covered by the Customer except for a standard delivery with the order value amounting to more than PLN 6,000.00 net.
6. In case of a partial delivery, the Customer covers the cost of each of the deliveries. A separate invoice shall be issued for each delivery.

§ 5 Date of Delivery and Delay in Delivery

1. The delivery dates and other dates are only pieces of non-binding information unless they have been explicitly agreed to be binding.
2. A delay in delivery is determined subject to the mandatory regulations and in every case a relevant request from the Customer must be delivered to L-Shop for the delay to take place.
3. In case when L-Shop fails to observe a date explicitly agreed as a binding one or delays for another reason, the Customer must assign a proper additional date for L-Shop (hereinafter referred as the "Additional Date I") to carry out the service. After the Additional Date I has passed without results, the Customer may withdraw from the Contract.
4. If L-Shop fails to meet the binding delivery date due to circumstances for which L-Shop is not liable (unavailability of the service), L-Shop will immediately inform the Customer about this while notifying the Customer about the new forecast date of delivery. If the service is also unavailable by the new delivery date, L-Shop may withdraw from the Contract in part or in whole, returning an appropriate part of the paid price.

§ 6 Completion of Delivery, Passage of Risk, Receipt of Product(s)

1. The delivery takes place at the L-Shop warehouse which is the place of performance of the contract.
2. L-Shop carries out the order only in its entirety. The partial delivery option availability should be specified in writing on the order or provided at the moment of submitting the order through the on-line store.
3. The risk of an accidental loss or an accidental deterioration of quality (including a damage) of the product(s) (hereinafter referred to as the "Risk") passes to the Customer at the time when the product(s) is (are) delivered to:
   1. the Customer - in case when the Customer collects the product(s) (in person or by a representative) directly from the warehouse of L-Shop;
   2. a forwarder, a carrier or another entity professionally handling the transport (hereinafter referred to as the "Carrier") - in case the delivery has to be carried out.
4. If the Customer delays the collection of the product(s) directly from the warehouse of L-Shop, the Risk passes to the Customer at the beginning of the first day of delay.
5. The Customer is check the product(s) at the moment is (they) are collected:
   1. from the warehouse of L-Shop - in the case referred to in section 3 a);
   2. from the Carrier in the case referred to in section 3 b);
6. In case the packaging is found to be damaged or there are other visible damages of the product(s), the Customer is obliged to immediately draw a written notice on the delivery note or on the shipment documents in the presence of the representative of L-Shop or the Carrier respectively. Otherwise, demands associated with subsequent claims shall not be accepted.
7. If the Customer delays in collecting the product(s) directly from the warehouse of L-Shop or if the L-Shop's delivery delays due to reasons attributable to the Customer, then L-Shop has the right to demand compensation for the damage suffered as a consequence of that (e.g. storage costs).

§ 7 Names of Colours and Specification of Sizes

1. The names of colours and the specifications of sizes given in the L-Shop Publications are not subject to any standards. It is not possible to refer to specific sizes or colour impressions based on these data. Even within a single brand, various items (e.g. a polo shirt and a T-shirt) of the size described in the same way may come with completely different dimensions. Especially in case of the so-called lim-fit/body-fit-shirts, the sizes specified may not conform to the unisex items from the same brand. The same applies to shirts for women and shirts for men from the same manufacturer. It is obvious that shirts for women have a different cut than their equivalents for men, even though the size specified is entirely identical. A colour of the same name may look entirely different in case of various brands or various items within one brand. Unfortunately, this problem cannot be resolved even with the use of the colour chart printed in the Publications. Each colour chart printed in the Publications looks different in different light source conditions and it is nearly impossible to render colours of textiles in 100% in the form of a print on paper. Therefore, deviations from the standard in the scope of size and colour generally do not provide basis for any claims due to defects. Considering this, it is necessary to pay attention to the fact that each textile product made of cotton or a mixture of cotton and polyester must be washed before wearing. Due to chemical residues (raising no concerns and absolutely harmless) on the textiles, in case they are being worn without being washed first the a.m. residues may enter into chemical reactions with sweat on the body, particularly under the impact of the UV radiation. The discolourations so formed do not vanish also after a later washing. It is generally unacceptable to question quality and submit claims in this regard.

§ 8 Defects of Product(s)

1. L-Shop is liable for defects of the products if the product(s) has (have) not been delivered in accordance with the Contract, i.e. if the product(s):
   1. do(es) not demonstrate the properties agreed upon by the Customer and L-Shop or
   2. is not suitable for use in accordance with the Contract.
2. The liability for defects consists in replacing the product(s) with (a) non-defective one(s) before the additional date indicated by the Customer, not before 30 days (hereinafter referred to as "Additional Date II"), counted from the date when L-Shop accepted the claim.
3. The Customer is not entitled to demand a price reduction. The Customer is also not entitled to withdraw from the Contract unless L-Shop has not replaced the product(s) with (a) non-defective one(s) before the Additional Date II.
4. The product(s) which has (have) been further processed (printed, embroidered etc.) may not be claimed.
5. The Customer's claims related to the defects shall be accepted only if the Customer has fulfilled the obligation to immediately check and question the quality of the product(s). The product(s) must also be checked for potential defects before being further processed (print, embroidery etc.) by the Customer or a relevant workshop.
6. Claims should be made immediately, within 7 working days at the latest, and in case of concealed defects - immediately after the defect is found. Claims should be submitted in writing to the address of L-Shop, with the Additional Date II indicated.
7. The claimed product(s) should be made accessible to L-Shop at an agreed time and place. If the product(s) has (have) already been transferred further or divided among a larger number of recipients, the costs of collecting the questioned product(s) shall be borne by the Customer.
8. The claim shall be considered by L-Shop within 21 days following the day of its receipt. L-Shop shall immediately inform the Customer in writing about the outcome of the claim consideration procedure.

§ 9 Compensatory Liability

1. Unless it has been determined otherwise in GTS or the Contract, L-Shop is liable for breach of obligations specified in the Contract and falling outside the scope of the Contract according to the relevant legislative regulations.
2. L-Shop bears the compensatory liability – regardless of the legal basis – in case of deliberate action and gross negligence. In case of simple negligence, L-Shop is liable only for the damages resulting from exposure of life to danger, injuries of body or deterioration of health conditions.
3. The limitations of liability resulting from section 2 shall not be binding if L-Shop has fraudulently concealed the defect or took over the warranty for specific properties of the product(s).
4. L-Shop is not liable for temporary problems with the delivery which are attributable to the manufacturers and sub-suppliers of the products.

§ 10 Return of Products

1. A new, unprocessed product may be returned upon conditions referred to in section 2 - 10 only if the four-week period following the delivery date has not yet expired.
2. A photocopy of the invoice or the order related to the return should be enclosed with the product(s) being returned. If products from various deliveries are jointly returned, products should be clearly segregated according to the documents being delivered.
3. If the return us due to the supplier's fault, L-Shop will collect the goods from the Customer. The Customer should submit such claim in writing by e-mail. The goods can also be returned by the Customer. In such case, L-Shop covers the costs borne by the Customer unless they exceed the actual costs likely to be borne by L-Shop on its own to get these goods back.
4. If no supplier's fault has been found, the decision on returning a full-value product is up to L-Shop. The return can be processed to the corporate address of L-Shop Polska in Krakow. If this is the case, after the return is approved, the Customer will receive a corrective invoice and a debit note in the amount of 25% of the net value of the product being returned. The delivery costs are not subject to readjustment.
5. In case when the return is arranged by L-Shop, transport costs in the amount of PLN 60.00 shall be incurred for each carton box returned.
6. L-Shop-Team does not accept returns of:
   1. unpacked shirts - without the genuine packaging
   2. underwear and socks
   3. washed articles
   4. mouth nose protection
   5. foil
   6. products which have been further processed (print, embroidery etc.) by the customer (except for a hidden flaw which was impossible to be found before processing)
7. In special cases, following a prior agreement with L-Shop, is acceptable to return unpacked shirts as derogation from § 10 section 6a. In that case, the debit note shall be issued to 50% of the net value of the product(s) being returned.
8. The products under the Brook Taverner brand are accepted only in the genuine packaging including the genuine hanger. The product(s) which do(es) not meet these requirements shall be sent back to the Customer.
9. Threads may be returned only in full and unopened carton boxes.
10. The return of a sample (ie 1 piece of a given product, unused and untreated) is accepted without a debit note. The product should be returned at his own expense to the Polish branch of L-Shop-Team in Krakow, enclosing a photocopy of the invoice or order.

§ 11 Prescription

1. Mutual claims of the Parties to the Contract shall be barred subject to the mandatory regulations.

§ 12 Choice of Law and Jurisdiction of Court of Law

1. The present GTS and all legal relations between L-Shop and the Customer shall be governed by the Polish law, excluding the international agreements being a part of the Polish legal order and especially the United Nations Convention on Contracts for the International Sale of Good. Conditions and effects of the retention of title are, according to § 3 section 1, subject to the law of the place in which the product(s) is (are) located in each case to the extent that makes the choice of the Polish law unacceptable or unworkable.
2. The court of law competent to settle disputes resulting directly or indirectly from the Contract is the court of law in Krakow.

§ 13 Other Provisions

1. Samples shall be invoiced with an amount corresponding to the value of the product(s) with the shipment costs added.
2. To all matters not settled in the present GTS, the regulations of the civil code shall apply.

§ 14 Severability Clause

1. Should individual provisions in the present GTS be or become unworkable in part or in full, or if their regulations contain a gap, this shall not affect the legal validity of the remaining provisions or parts of such provisions. The unworkable or missing provisions shall be replaced with relevant mandatory regulations.

(18.02.2024)