1.1 These General Terms and Conditions of Service define the terms and conditions of the contract (hereinafter referred to as “the Сontract”), the subject of which is counselling and the provision of information. The operator of the PressInspection.com project is the following company:
KARTONIKA Sp. z o.o.
Aleja Armii Ludowej 6/164
Warsaw 00-571
POLAND
NIP PL7010516252
REGON 36264303
KRS 0000583468
(hereinafter referred to as the “Contractor”) and its official representatives.
The main purpose of the service provided to the customer, in particular but not exclusively, is the inspection, repair or commissioning service of sheet-fed offset printing machines as well as the preparation, planning and implementation of entrepreneurial or professional solutions and projects in the field of printing.
If and to the extent that individual provisions of these General Terms and Conditions of Service conflict with what the Contractor has agreed with the client individually, the individual agreements shall take precedence over the respective General Terms and Conditions of Advice.
1.2 If the Contractor has once included these General Terms and Conditions of Service in a contract with the client, they shall also apply to all future contracts for advisory services between the client and the Contractor, even if the Contractor does not refer to these General Terms and Conditions of Service again in future contracts. This shall not apply only if and to the extent that the parties agree to the validity of the new General Terms and Conditions of Service of the Contractor in a future contract.
1.3 The General Terms and Conditions of the Contractor’s counselling shall apply exclusively. The General Terms and Conditions of the client shall only apply if this has been expressly agreed in writing.
1.4 The quoted §§ (paragraphs) in these Terms and Conditions of Contract are those of these General Terms and Conditions of Service, unless otherwise stated in the text.
2.1 The subject of the contract is the agreed counselling work specified in the contract.
2.2 The Contractor shall render his services with the diligence of a prudent business unit and always with due regard to the individual situation and needs of the client. The client recognises that any inspection of printing equipment also involves contingencies.
Examples of such circumstances include:
– obstacles from the print shop owner, staff;
– inspection conditions differ from those agreed in advance;
– equipment has been dismantled or disconnected without notification, making it impossible to fulfill a number of tests,
and so on.
2.3 The Contractor shall use well-trained employees with the necessary knowledge and experience to carry out assignments and shall supervise and control them. Unless otherwise agreed, the Contractor may use expert subcontractors for the fulfilment of the order, whereby the Contractor always remains directly liable to the client. Unless otherwise agreed, the Contractor decides at its own discretion which employees or subcontractors will be used.
2.4 The Contractor shall assess the condition of the equipment at the time of the inspection. The client recognises that the Contractor is not responsible for any change in the condition of the equipment that occurs after the end of the testing.
3.1 The Contractor shall take into account the customer’s order-related requests for changes in the timing or scope of the work to be carried out, to the extent possible within the scope of its operational capabilities and its consulting offer, and to the extent that fulfilment of the equipment inspection request is reasonable and justified for it.
3.2 The Contractor may make minor changes to the project without the client’s prior consent if they are in accordance with the client’s intended will, are urgent and the client cannot be reached in time. The Contractor shall immediately inform the client of such project changes and their consequences.
3.3 In the event that the Contractor’s labour costs increase or the project deadlines are extended as a result of a change in the client’s request, the parties undertake to negotiate a corresponding reasonable adjustment of the contract and remuneration. If the contracting parties cannot agree on the remuneration for the services, the remuneration due to the Contractor shall, in case of doubt, be increased in accordance with the additional time and costs.
3.4 If the performance of the work requires additional effort on the part of the contractor, the contractor may request the conclusion of a separate order for this purpose.
3.5 Clause 3.3 shall apply accordingly in the case of a project modification in accordance with § 3.2.
4.1 The success of the project requires close co-operation between the parties. The Customer will keep the Contractor informed of the project to the best of its ability. The Client will keep the Contractor fully informed of all aspects relevant to the project and will continuously provide relevant documents and information or documents and information deemed necessary by the Contractor within the time limits and in full.
4.2 The Client shall:
4.3 In the event of the appointment of a temporary manager provided or mediated by the Contractor, the agreed co-operation obligations of the Client shall also be fulfilled towards the temporary manager.
4.4 The Client will inform the Contractor immediately in text form of any necessary or desired corrections or additions.
4.5 The Client undertakes, at the request of the Contractor, to assure the Contractor in writing of the completeness and correctness of the information provided to the Contractor before the Contractor presents the results that it is aware of (declaration of completeness of information).
4.6 At the request of the Contractor, the Client will establish the necessary and reasonable organisational, legal and factual prerequisites in the company which is the subject of the contractual advice and in particular provide the declarations provided for in § 5.5. If necessary, it will provide the Contractor and its authorised persons with suitable workplaces on site that allow them to work undisturbed and confidentially (including desk, office equipment, internet access, computer, telephone and, if necessary, integration into the company’s internal communication system).
4.7 If and to the extent that the customer fails to fulfil, does not fully or untimely fulfil its cooperation obligations agreed with the Contractor, despite the Contractor’s request, the following shall apply:
a) Additional costs (time, expenses) incurred by the Contractor as a result will be reimbursed by the client at the general fee rates agreed between the parties;
b) In serious cases, the Contractor is entitled to terminate the contract in an extraordinary manner after an unsuccessful expiry of a reasonable period of time for the fulfilment of the obligations of cooperation.
Further legal rights and claims of the contractor shall remain unaffected.
5.1 All certificates and reports issued are linked to the printing press number and not to the customer’s name. The Contractor shall, for a period of 2 years from the conclusion of the contract, keep confidential all information or business and commercial secrets of the customer designated as confidential (hereinafter referred to as “confidential information”) which have come to his knowledge in connection with the order.
5.2 Unless an exception is provided for in this § 5, the Contractor may only disclose confidential information and reports, expert opinions and written statements on the progress and results of its activities to third parties with the prior consent of the client.
5.3 The duty of confidentiality under § 5.1 shall not apply to confidential information if:
a) they were already lawfully in the Contractor’s possession prior to disclosure and without any obligation of secrecy;
b) they have been lawfully disclosed to the Contractor after the conclusion of the contract by a third party without any obligation of secrecy;
c) they were published without the Contractor’s intervention or otherwise became public knowledge through no fault of the Contractor;
d) the Contractor is obliged to provide information to authorities, judicial authorities or other third parties by virtue of binding legal regulations or official orders;
e) the client has consented to the Contractor’s transfer of information.
5.4 The Contractor has the right to disclose confidential information to persons employed by it for the fulfilment of the order, in particular to its employees and subcontractors, as well as to persons professionally connected with secrecy, provided that the Contractor undertakes to bind these persons to secrecy and data protection.
5.5 The Contractor is authorised to process personal data transmitted to it by the client as well as its employees (e.g. name, address, date of birth, marital status, religious denomination, disability status, length of service, salary, membership of the works council, etc.) and financial partners, suppliers, clients, consultants as well as other persons or companies used by the client (e.g. address, telephone/fax number, e-mail address, etc.) within the scope of the intended purpose or to entrust their processing to third parties.
5.6 The Contractor is authorised to use the fact of the existence or existence of a contractual relationship between the Client and the Contractor as well as its specific activities as a reference, in particular within the framework of presentations, events or in the company brochure.
6.1 In the event of force majeure and other unforeseeable, extraordinary and unjustifiable circumstances (e.g. in the event of unforeseeable difficulties in procuring materials, work disruptions, sanctions, strikes, lockouts, lack of transport facilities, official interventions, power supply difficulties, etc.), any deadlines for the Contractor’s performance will be extended to a reasonable extent. This does not apply if the Contractor is responsible for taking preventive or prophylactic measures. If performance becomes impossible or impractical for the Contractor due to the above circumstances, the Contractor shall be released from performance obligations.
6.2 The Contractor may only invoke the aforementioned circumstances if he informs the Purchaser thereof without delay.
6.3 Paragraph §6.1 applies if an employee of the contractor who has been contractually appointed to carry out a project – unforeseen at the time of conclusion of the contract and for which the contractor is not liable – is absent. If this employee is permanently or for an extended period of time unable to perform the service, the contractor is entitled to provide an employee with at least the same qualifications as a substitute.
6.4 If delays in the performance of work in accordance with § 6.1 – § 6.3 become unreasonable for the client, the client may give the contractor a reasonable period of time to commence and/or continue work under the contract and, after this period has expired without result, terminate the contract in an extraordinary manner in accordance with § 13. In this case, the contractor’s claim for remuneration for services already rendered shall remain unaffected.
6.5 If the executor is liable for impediments to performance, he is only liable in accordance with § 12.
7.1 The parties undertake to observe mutual loyalty. They undertake to inform each other without delay of all circumstances arising during the execution of the project that may affect the processing.
7.2 The contractor maintains a position of neutrality in the evaluation of printing machines, and ensures that none of his employees are employed by manufacturers or dealers of printing equipment, which could affect the objectivity of monitoring the condition of the equipment for the purpose of any manipulation.
In turn, the client guarantees that its affiliated companies and his and their employees refrain from anything that could jeopardise the independence of the contractor’s employees. In particular, direct or indirect poaching of employees or former employees of the Contractor must be refrained from for a period of 24 months after the termination of co-operation with the Contractor.
7.3 For each breach of the prohibition pursuant to § 7.2, the client is obliged to pay a contractual penalty in the amount of EUR 10000.
In the case of a continuous breach, the contractual penalty shall be deemed to be newly unpaid for each month commenced.
The contractor reserves the right to claim further damages or other rights (e.g. injunctive relief).
8.1 The client warrants that reports, expert opinions, organisational plans, designs, drawings, lists and calculations carried out by the contractor within the scope of the order will only be used for the contractually agreed purposes and will not be edited, translated, reprinted, transmitted or distributed without the express written consent of the contractor in each case. The use of the consultancy services provided for companies affiliated to the client requires an express written agreement.
8.2 In cases where the results of the work are protected by copyright, the Contractor shall remain the author. In these cases, the client receives an irrevocable, exclusive and non-transferable right to use the results of the work, which is limited only by § 8.1, sentence 1, otherwise unlimited in time and place.
9.1 The transfer of information and consulting services (hereinafter collectively referred to as “consulting contents”) of the Contractor (including, for example, reports, expert opinions, organisational plans, designs, drawings, lists, calculations, etc.) made within the scope of or in connection with the Client’s order to a third party does not require the written consent of the Contractor, unless the prohibition of transfer to this third party arises from the content of the contract. In this case, as stated in clause 5.1, the serial number of the equipment appears in the documents, but the name of the client is not mentioned.
10.1 The cost of work on the printing equipment is determined by the rates on the website. The amount and type of fees for work not included in the check are mainly governed by the individual contract.
In each case plus statutory VAT and a fixed rate for incidental expenses according to § 10.3. The hourly rate applies to both working and travelling time. If necessary, a detailed timesheet can be requested at any time.
If the contractor is obliged to analyse, draw up an expert report or perform any other specified work, the following shall additionally apply:
11.1 In the event of a defect in the service, the customer is entitled to grant the contractor time to remedy the defect in accordance with the statutory provisions.
11.2 In the event of repeated failure to remedy deficiencies, the client may also demand a reduction of the remuneration or cancellation of the contract. Section 12 applies to any further claims for defects.
12.1 The Contractor shall be liable, irrespective of the legal basis, for damage which is caused through his fault and for which the Contractor, his legal representatives and proxies shall be liable as follows:
12.2 The Contractor shall be liable in accordance with § 12.1 for direct damage to life, body or health.
12.3 The Contractor shall be liable in accordance with § 12.1 for other damages caused intentionally or through gross negligence. Liability for slight negligence in these cases exists only in cases of breach of essential contractual obligations and is limited to compensation for damages typical of the contract and foreseeable.
12.4 In all other cases of damage and liability not covered by the above liability provisions, the liability of the Contractor is excluded.
12.5 The Contractor shall not be liable for changes in the technical condition of the equipment after the inspection, nor for the incorrect application or implementation by the Customer of recommendations communicated within the scope of services or in the Contractor’s work documentation.
12.6 Insofar as the liability of the Contractor is excluded or limited hereunder, this also applies to the personal liability of his legal representatives, employees and authorised persons.
13.1 If nothing else has been agreed in the contract and if the Сontractor is not obliged to rectify defects as stated in § 11 (legal regulations apply in this respect), the contract may be cancelled by both parties with 14 days’ notice before the end of the month. The right to extraordinary termination of the contract remains unaffected.
13.2 The following cases in particular are considered extraordinary grounds for termination of the agreement
– in the absence of agreement on remuneration in the event of necessary substantial changes to the project;
– in the event of late acceptance and delayed payment by the client, provided that the Contractor is unsuccessful in setting a reasonable time limit for the client’s fulfilment;
– if there is a significant deterioration or a significant threat to the client’s financial circumstances, in particular if the client ceases or declares a cessation of payments, or if the client has filed for insolvency, or if insolvency proceedings have been opened or dismissed for lack of assets.
13.3 In the event of an extraordinary termination of the contract by the contractor due to the client’s behaviour in breach of contract, the client shall compensate the contractor for all damages caused by the premature termination of the contract, including loss of profit.
13.4 To be effective, the cancellation of the contract must be in writing.
14.1 The Contractor is entitled to storage of the documents handed over to him until his claims have been satisfied in full.
14.2 After satisfying his claims under the contract, the contractor is obliged to hand over, at the request of the customer, all documents which the customer has handed over to him (himself or through a third party) in connection with the fulfilment of the order. This does not apply to correspondence between the parties and to mere copies of reports, organisational charts, drawings, lists, calculations, etc. made in connection with the order, provided that the customer has received the originals.
14.3 The obligation of the contractor to keep the documents expires six months after the termination of the contractual relationship. Legal obligations to keep records are not affected.
15.1 This contract shall be governed exclusively by Polish law, excluding the UN Convention on Contracts for the International Sale of Goods and excluding conflict of laws references to other legal systems.
15.2 The place of performance of the verification work shall be the address of the location of the printing equipment.
15.3 The language of report is English. The language of presentations, documents, expert opinions, analyses, etc. shall be English, or Russian or Polish by additional agreement.
15.4 Amendments or additions to the contract referred to in § 1.1 and in individual cases to these General Terms and Conditions of Service shall be made in text or written form and published on the website, unless a stricter form is legally binding. The exchange of emails at the specified email addresses complies with the form requirements set out in this document. This also applies to any changes to this form requirement.
15.5 The Customer may only assign rights from the contractual relationship with the Contractor after prior written consent of the Contractor.
15.6 If individual provisions of this contract are or become invalid or unenforceable in whole or in part, this shall not affect the remaining provisions of the contract. In place of the invalid or unenforceable provision, the provision that is objectively as close as possible to the economic purpose of the invalid or unenforceable provision shall be deemed to have been agreed upon. The same applies if there is a gap in the contract that needs to be filled.
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© 2024 PressInspection™ All Rights Reserved.
When using the materials of the site it is obligatory to indicate the link of source and the authorship.