Regulations

§1. General Provisions
1. The operator of the UTAL B2B Shopping Platform is Utal sp. z o.o. with its registered office:

Gruszczyn, ul. Katarzyńska 9

62-006 Kobylnica, Poland

KRS: 0000110005

NIP: PL 782 00 20 695

BDO 000017734

2. The Seller uses the B2B service to sell products described on its sites.
3. These Regulations set forth the terms and conditions of using the B2B service available at www.b2b.utal.pl as well as the rights and duties of the Seller and the Buyer.
4. Consent of both Parties given in writing is required for the waiver of any Terms and Conditions.
5. Placing an Order by a Counterparty shall mean the acknowledgement of these Regulations and the detailed terms and conditions given in a quotation.

§2. Definitions.
For the purpose of these Regulations, the following terms shall have the meanings given below:
1. Counterparty and User shall mean an individual who represents a legal person, a legal person or an unincorporated organizational unit that is attributed legal capacity by statute, which carries out a business or professional activity on its own behalf and conducts a legal action related directly to its business or professional activity.
2. B2B shall mean the B2B service available at www.b2b.utal.pl.
3. Regulations shall mean these Regulations available at www.b2b.utal.pl/regulamin.
4. Seller, Controller and Operator shall mean UTAL Sp. z o.o., NIP: PL 782 00 20 695.
5. Product shall mean a movable item available in the B2B Service and included in a quotation of Utal sp. z o.o..

§3. Rules of Using B2B Service.
1. The Buyer must hold a customer account in the B2B Service to view products. The Buyer may purchase products for which the Buyer has previously received a quotation from the Seller.
2. All prices given in the Service shall be net prices.

§4. Executing Sales Agreements.
1. Method of placing orders: a sales agreement shall be executed between the Counterparty and UTAL after UTAL receives an order placed by persons authorised to represent the Counterparty via the B2B Service.
2. Prices given in UTAL announcements and advertisements shall not constitute binding commercial offers.
3. The basis for placing an order shall be a quotation prepared in advance and submitted by UTAL that includes any necessary commercial terms and conditions, i.e. prices, delivery terms, product specifications, payment terms and other parameters depending on the product or service offered by UTAL. Any and all oral arrangements between the Parties shall not be binding unless included in an order confirmation.
4. An Order confirmation may be given by e-mail.
5. UTAL reserves the right to verify and reject the fulfilment of an order placed by the Counterparty or to fill an order in part, which means that an order may be completed at certain time intervals.
6. Placing an order shall not bind UTAL in any way, and the lack of confirmation shall not mean an implied acceptance of order.
7. UTAL reserves the right to commission the execution of an order or its part by third parties.
8. Withdrawal from the contract: cancellation (withdrawal/resignation) of the order by the Counterparty shall be effective only if made in writing, electronically, and with the consent of UTAL granted electronically.
9. Any and all risks related to Goods and Services shall be transferred to the Counterparty upon their receipt, and in the case of Goods delivered via carriers – upon the hand-over of Goods to the carrier. The time of delivery completion shall be considered to be the moment of personal receipt of goods or handing over goods to the carrier, unless the parties have expressly agreed on other terms and conditions (another Incoterms basis). If the above-mentioned rule is deviated from, the Incoterms basis shall be indicated on commercial documents.
10. The Counterparty shall check any received goods. If goods are incorrect or the quantity does not comply with a consignment note or specification, the Counterparty shall immediately, and no later than 7 days after the date of receiving the goods, notify UTAL to this effect in writing.

§5. Prices, Payment Method, Payment Terms.
1. Unless explicitly stated otherwise in commercial documents, all prices given in pricelists and quotations shall be net prices, EXW Gruszczyn. Value added tax (VAT) shall be added to all prices at a statutory rate, as well as freight, if any (depending on applied Incoterms).
2. The Counterparty agrees to issuing VAT invoices without the signature of a person authorized to receive them.
3. The Parties intend to take advantage of the option to make VAT invoices available in an electronic form in PDF format as specified in the Act of 11 March 2004 on value added tax (Journal of Laws from 2011, No 177, Item 1054; hereinafter referred to as the VAT Act).
4. Pursuant to Art. 106n(1) of the VAT Act, the Recipient shall accept an electronic form as a method of receiving invoices issued by the Supplier within their commercial relationships. Such documents shall be issued in PDF format and shall be sent from the following address dedicated to electronic invoices of the Supplier: faktury.sprzedazy@utal.pl to the address of the Recipient being used as its login to the B2B Purchasing Platform of Utal.
5. After issuing a sales document, the Recipient shall receive a notification to this effect from the Supplier. The message shall contain a link that will allow the Recipient to download an electronic invoice in PDF format.
6. The Parties agree that the time of effective delivery of a sales document and, in particular, an adjustment of VAT invoice, shall be the moment the Recipient clicks on the above-mentioned link.
7. Payments shall be made by a deadline specified in a VAT invoice issued by UTAL. The date of payment shall be the date of crediting a due amount on the UTAL bank account.
8. Missing an agreed deadline for payment of a VAT invoice shall entitle UTAL to charge statutory interest, to withdraw from the contract, and to collect Goods from the Counterparty. Missing an agreed VAT invoice payment deadline shall entitle UTAL to suspend the execution of subsequent orders.
9. UTAL reserves the right to change terms and conditions included in pricelists and quotations.
10. If a payment deadline is missed, the Counterparty agrees to settle his liabilities based on offsetting receivables.
11. Failure to make timely payments required under sales documents issued by UTAL may result in the suspension of deliveries to the Counterparty.
12. UTAL shall have the right to credit a payment made by the Counterparty in respect of any invoice first to default interest, and then to receivables that are due for the longest period.
13. Until a payment is fully settled by the Counterparty, goods delivered by Utal shall remain its property.

§6. Ownership.
1. If goods are sold by UTAL, the title shall be transferred to the Counterparty upon payment of the entire price to the UTAL bank account indicated in a VAT invoice.
2. Title and copyrights to all drawings, graphic and technical designs developed and prepared by UTAL and provided to Counterparties shall be treated as confidential and may not be made available to any third parties without the written consent of UTAL.
3. The Counterparty gives consent to the advertising use of products made by UTAL in advertising materials, websites, as part of exhibitions at trade fairs, and as samples of UTAL’s technical capabilities.
4. The Counterparty shall be fully liable for any legal defects resulting from the content and form of any works and templates provided for printing, including for any infringements of copyrights and other rights of third parties.
5. By placing an order, the Counterparty declares that any and all materials provided by the Counterparty for the purpose of executing a project are their property or they hold the right to use the same. If any delivered materials infringe the Copyrights Act (i.e. they are property of a third party and are used without the owner’s consent), the Counterparty shall bear full liability thereunder. The above provision means that when placing an order, the implementation of which will require the use of drawing, utility model, trademark, or similar items submitted by the Counterparty, which is protected under the provisions of law on copyrights, related rights and industrial property right, the Counterparty declares that they are entitled to use the same and shall be fully and exclusively liable in the event of claims made by any third parties in connection with the protection of their rights. UTAL shall be not liable for violations of such copyrights and related rights, if any. UTAL shall not be liable for any violations of industrial property rights regulated in the Industrial Property Law Act or for the content of any materials sent by the Counterparty.
6. Counterparties shall keep confidential any and all information that constitutes trade secrets, especially that relating to commercial terms and conditions as well as the organization of production and technology.

§7. Personal Data.
1. Utal sp. z o.o. shall be the Controller of Personal Data (hereinafter referred to as ‘Controller’) processed as part of the company's activities. The Personal Data Controller shall process data of Counterparties in the Controller’s enterprise as part of its business activities. Data shall be processed in accordance with art. 6(1)(a), (b), and (c) of Regulation 2016/679 of the European Parliament and of the Council solely for the purpose of providing services within the B2B Website.
2. The Controller shall perform functions of collecting information about users in the following ways:
◦ through information entered voluntarily in templates,
◦ by saving so-called cookies on end-user devices, and
◦ by saving technical logs on servers.
3. Each and every entity that provides personal data to the Controller shall submit only its personal data that are true, correct, current and complete. Providing any personal data to the Controller shall be considered as equivalent to reading this document.
4. The Personal Data Controller declares that they shall process only personal data needed for the purposes of their processing. If a provider submits personal data that go beyond the scope necessary to achieve the purpose of processing (i.e. unnecessary data), the Controller shall delete any unnecessary data, unless processing of indicated data is justified by applicable laws.
5. The Personal Data Controller indicates that they apply technical and organizational measures that ensure the highest possible level of protection of processed personal data that is adequate to hazards and categories of data protected, and in particular protect data against disclosure to any unauthorized persons, deletion by unauthorized persons, processing in violation of the Act and change, loss, damage, or destruction.
6. Data in templates shall not be made available to any third parties without the user’s consent.
7. Data provided in templates shall be processed for the purpose resulting from the function of a specific template.
8. Data may be made available to external entities exclusively within limits permitted by law.
9. Data that enable identification of an individual shall be made available only with consent of that person.
10. Every entity referred to in §2(1) that submits its personal data shall have the right to request information from the Personal Data Controller concerning the personal data (in particular the scope and purpose of the processed data) of the said entity processed by the Controller. In order for the Controller to handle the application more efficiently, the application should be prepared in writing, personally signed by the authorized person, and sent to the Controller. This application should be sent to the address of the Controller's registered office or as a scan to the e-mail address rodo@utal.pl.

§8. Complaints. Liability. Final Provisions.
1. A Counterparty who has made a contract remotely may withdraw from it within 14 calendar days for convenience and without incurring costs, with the exception of goods manufactured to a special or individual.pl**. For this purpose, the Counterparty may use a contract withdrawal template provided by the Seller or a template enclosed as Schedule No 2 to the Consumer Rights Act, also available at www.b2b.utal.pl; however, this is not obligatory. To meet the deadline for withdrawal from the contract, it is sufficient to send a statement before its expiry. A declaration of withdrawal submitted after the deadline referred to in §8(1) shall have no legal effects.
2. All quantitative and qualitative complaints arising during transport and regarding Goods delivered by UTAL shall be reported within 7 days from the date of receiving Goods and shall be made in writing.
3. The basis for submitting a quantitative and qualitative complaint arising during transport shall be a written note on the consignment note or another document required by the carrier, prepared and confirmed by both parties. Lack of such a note shall prevent pursuing any further claims against UTAL. The Counterparty shall also notify the Carrier of any damage by registered letter.
4. Complaining about one item from the entire delivery does not justify complaining about all Goods included in a given delivery.
5. UTAL shall not provide the option to return any purchased Goods if they are consistent with the content of the Counterparty’s order but do not meet his requirements.
6. UTAL shall not be liable for the number of defects of any type not exceeding 0.8% in the case of deliveries of reflective foil, HP foil, raw boards, ready-made boards, aluminium and board frames.
7. UTAL shall not be liable under guarantee (warranty) for defects in the object of an order.
8. The warranty term for goods delivered by UTAL shall be 12 months. The warranty shall not cover malfunctions, defects or damage to Goods resulting from their improper operation, assembly, normal wear and tear and tampering with Goods by an unauthorized party.
9. UTAL’s liability for damage other than that resulting directly from defects in delivered products shall be limited to damage resulting from wilful misconduct or gross negligence on its part. UTAL’s liability for any damage shall be limited to the value of Goods sold. Moreover, UTAL shall not be liable for any benefits lost by the Counterparty or the user.
10. The parties shall not be liable for any partial or complete failure to perform the agreement (contract) caused by force majeure. Due to the threat of coronavirus, we kindly inform you that an order completion date may be extended for reasons beyond the control of Utal sp. z o.o..
11. Any and all disputes arising between UTAL and the Counterparty or the Supplier shall be resolved by a court having jurisdiction over the registered office of UTAL.
12. The General Terms and Conditions may be amended by UTAL at any time. The amended General Terms and Conditions shall come into effect upon their publication on the UTAL’s website.
13. In matters not governed by these Regulations, relevant provisions of the Civil Code shall apply.
14. Polish law shall apply to any concluded contracts, unless otherwise agreed upon.
15. UTAL declares that it has the status of a large entrepreneur within the meaning of the Act on Counteracting Excessive Delays in Commercial Transactions.