General terms and conditions of sale

Part I — General provisions

1. Definitions

The following capitalised terms used in these Terms have the meanings set out below:

“Buyer” shall mean the legal entity specified in an order confirmation that purchases Products from the Seller for purposes related to its trade, business, craft or profession.

“Force Majeure” shall mean the circumstances described in Section 12 of these Terms.

“Incoterms 2020” shall mean the International Chamber of Commerce rules for the interpretation of trade terms, as in force in 2020.

“Parties / Party” shall mean the Seller and the Buyer together, or either of them.

“Products” shall mean the self-adhesive label materials, label stock, and related graphic and finishing products supplied by the Seller, as specified in the relevant order confirmation.

“Sanctions” shall mean economic or financial sanctions, trade embargoes, or equivalent restrictive measures imposed by the European Union, the United Nations, the United States, or any other authority applicable to the Parties.

“Seller” shall mean NORDLABELS sp. z o.o., with its registered office at Konwaliowa 10, 05-805 Kanie, Poland.

“Terms” shall mean these General Terms and Conditions of Sale, as amended from time to time.

2. Scope and applicability

2.1 These General Terms and Conditions of Sale (“Terms”) govern all offers, order confirmations and contracts for the sale of self-adhesive label materials, label stock and related graphic and finishing products (“Products”) between NORDLABELS spółka z ograniczoną odpowiedzialnością (NORDLABELS sp. z o.o.), with its registered office at Konwaliowa 10, 05-805 Kanie, Poland, entered in the Register of Entrepreneurs of the National Court Register (KRS) under number 0001254509, NIP 5342714834, share capital 5,000 PLN (“Seller”), and any business customer acting in connection with its trade, business, craft or profession (“Buyer”; together with the Seller, the “Parties”).

2.2 These Terms apply only to Buyers acting as entrepreneurs within the meaning of Article 43¹ of the Polish Civil Code. They do not apply to consumers within the meaning of Article 22¹ of the Civil Code; sales to consumers are governed by a separate set of terms and conditions.

2.3 By placing an order or accepting an offer from the Seller, the Buyer accepts these Terms in full. These Terms take precedence over any general terms of purchase used by the Buyer, unless the Seller has expressly agreed in writing to apply them.

2.4 Any departure from these Terms is valid only if confirmed by the Seller in writing.

Part II — Orders, delivery and payment

3. Offers and conclusion of contract

3.1 Offers and quotations issued by the Seller are non-binding and remain valid for the period stated in the offer, or, if no period is stated, for fourteen (14) days from the date of issue.

3.2 A contract is formed only once the Seller has confirmed the Buyer’s order in writing, including by e-mail.

3.3 Once an order has reached the Seller, the Buyer may not withdraw or amend it without the Seller’s written consent, and only where the Buyer undertakes in writing to reimburse the costs and expenses this causes the Seller.

4. Delivery

4.1 Delivery dates are agreed individually and are indicative unless the Parties expressly confirm them as binding in writing.

4.2 Unless otherwise agreed, delivery takes place Free Carrier (FCA) the Seller’s factory (Incoterms 2020).

4.3 Risk in the Products passes to the Buyer in accordance with the Incoterms 2020 delivery term agreed by the Parties.

4.4 Each delivery is treated as a separate contract. A delay or defect affecting one delivery does not entitle the Buyer to withhold performance of, or terminate, any other delivery, except as otherwise provided in these Terms.

4.5 A delivered quantity that varies from the ordered quantity by no more than five percent (5%) is deemed to conform to the contract, reflecting normal tolerances in label material production.

4.6 If delivery is delayed because the Buyer fails to accept the Products or to meet its own obligations, the Seller may store the Products at the Buyer’s cost and risk, and the Buyer must pay as though delivery had occurred. After giving notice, the Seller may also cancel the affected part of the order and claim damages, unless the delay results from Force Majeure (Section 12).

5. Prices and payment

5.1 Prices are as stated in the Seller’s order confirmation and exclude VAT and any other applicable tax, duty or charge, which is added at the rate in force on the invoice date.

5.2 If, after the contract is concluded, the cost of raw materials (including films, adhesives, release liners or facestocks), customs duties, transport, or any relevant tax or charge increases for reasons outside the Seller’s control, the Seller may adjust the price accordingly, giving the Buyer reasonable prior notice.

5.3 Unless otherwise agreed in writing, payment is due within fifteen (15) days net of the invoice date, and in any event no later than sixty (60) days from the date the Buyer receives the invoice, in line with the Polish Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions.

5.4 If the Buyer fails to pay by the due date, the Seller is entitled, without a separate demand, to statutory interest for commercial transactions and to the fixed compensation for debt recovery costs provided for under that Act.

5.5 Where payment is overdue, the Seller may, after giving fourteen (14) days’ written notice, suspend or withhold outstanding deliveries under this and any other contract with the Buyer, without liability for the resulting delay, and/or terminate the contract as to the undelivered Products.

5.6 If the Buyer becomes insolvent, enters restructuring or bankruptcy proceedings, or if there are reasonable grounds to doubt its ability to pay, the Seller may require advance payment or adequate security before continuing performance, and may terminate the contract if such security is not provided within ten (10) days of a written request.

6. Retention of title

6.1 The Products remain the Seller’s property until the Buyer has paid the full price, in accordance with Articles 589–591 of the Civil Code.

6.2 For this retention of title to be effective against the Buyer’s creditors, the document recording it must bear a certified date (data pewna) under Article 590 of the Civil Code; the Parties should arrange for this where the value of the order warrants it.

6.3 Until full payment, the Buyer may not pledge, transfer as security, or otherwise encumber the Products, and must notify the Seller immediately of any third-party claim or enforcement action against them.

6.4 The Seller may assign its receivables under the contract to a third party.

Part III — Quality, liability and risk

7. Quality and warranty

7.1 The Seller warrants that, at the moment of delivery, the Products are free from defects in material and workmanship and conform to the specifications expressly agreed in writing.

7.2 As permitted between businesses under Article 558 §1 of the Civil Code, the Seller’s statutory liability for defects (rękojmia) is limited as set out in this Section 7 and in Section 8; no warranty beyond what is expressly given here applies, including any implied warranty of merchantability or fitness for a particular purpose.

7.3 The Buyer must inspect the Products on receipt and notify the Seller in writing of any non-conformity as soon as the defect is discovered, but at the latest within three (3) months of delivery.

7.4 A notice of claim must identify the affected Products and describe the defect and how it was discovered. The Buyer must take reasonable steps to prevent or limit any resulting damage.

7.5 The Seller may inspect the delivery, including both the allegedly defective and the non-defective Products; the Buyer bears the burden of proving the defect.

7.6 Where full inspection of the delivery is not possible, the Seller’s liability is limited to the invoice value of the Products it has had the opportunity to inspect.

7.7 Label materials must be tested by the Buyer for suitability — including adhesion, print compatibility and durability — under its own application conditions before use; such suitability is the Buyer’s responsibility.

8. Limitation of liability

8.1 Defective Products will be replaced by the Seller with Products of agreed quality as soon as possible, at no cost to the Buyer. The Parties may instead agree a price reduction or a refund of the price paid, to compensate the Buyer for the difference in value between the defective and the conforming Products. This does not apply to defects arising after risk has passed to the Buyer, or to damage due to improper storage, handling, converting or use. Replacement of defective Products or a price reduction excludes any other remedy of the Buyer for inferior quality. If the Seller requests, Products replaced or reimbursed under this clause must be placed at the Seller’s disposal or returned to it.

8.2 The Seller is not liable for indirect, consequential or incidental losses, including loss of profit, revenue, production or goodwill.

8.3 Subject to Section 8.5, the Seller’s total liability under or in connection with any contract is limited to the price paid for the Products giving rise to the claim, or to EUR 10,000 where the claim does not relate to a specific Product.

8.4 No liability arises where the Seller proves it duly complied with a specification supplied by the Buyer.

8.5 Nothing in these Terms limits or excludes liability for damage caused intentionally, for personal injury, or for any other liability that cannot be limited under mandatory Polish law, including Article 473 §2 of the Civil Code.

8.6 Each Party must take reasonable steps to mitigate any loss arising from the other Party’s breach.

8.7 A Party’s failure to enforce any provision of these Terms on one occasion does not waive its right to enforce that or any other provision later.

9. Product liability

9.1 Each Party must notify the other in writing immediately on receiving a product liability claim relating to the Products.

9.2 Where a Product causes damage because of a harmful characteristic of the Product itself, or because of information, instructions, or advice the Seller has given about it, the Seller is liable to the Buyer only for: (a) personal injury; (b) damage to property other than the Products themselves; and (c) damage to other products into which the Products have been incorporated. In each case, the Seller is liable only where it is proven that the damage was caused intentionally or by the Seller’s gross negligence, or that of someone for whom the Seller is responsible.

9.3 Section 8 governs liability between the Parties for any other damage caused by a Product defect, such as damage to the Products themselves or purely financial loss. Nothing in this Section limits the Seller’s mandatory statutory liability toward third parties under the Polish Act of 12 December 2003 on Liability for Damage Caused by a Dangerous Product, which implements Directive 85/374/EEC and cannot be excluded by contract.

9.4 Where Products are manufactured to the Buyer’s artwork, specifications or instructions, the Buyer is responsible for any resulting damage to end customers and shall indemnify the Seller accordingly, except to the extent the damage results from a Seller defect independent of those instructions.

9.5 If one Party compensates a third party for damage for which the other Party is liable under this Section, it may seek reimbursement from that other Party.

Part IV — Other terms

10. Intellectual property

10.1 Delivery of the Products does not transfer or license any right to the Seller’s intellectual property, including trademarks, know-how, formulations, and technical documentation. Each Party keeps its pre-existing intellectual property, as well as any intellectual property it creates while performing the contract.

11. Data protection and compliance

11.1 Each Party processes personal data necessary for performance of the contract in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Polish data protection law, acting as an independent data controller in respect of that data. Further information is available in our privacy policy.

11.2 The Buyer warrants that it will comply with all applicable laws, including EU and Polish sanctions and anti-money-laundering rules, and that it will not, directly or indirectly, distribute or contribute to distributing the Products to the Russian Federation or Belarus, or to any person or entity subject to applicable Sanctions.

11.3 The Buyer shall cooperate fully with any audit or inquiry the Seller reasonably conducts to verify compliance with this Section.

11.4 The Seller may refuse to deliver, or may stop a shipment in transit, if it has reasonable grounds to suspect a breach of this Section.

11.5 The Buyer shall indemnify the Seller for any loss, claim or cost arising from the Buyer’s breach of this Section.

12. Force majeure

12.1 Neither Party is liable for failure or delay in performance caused by circumstances beyond its reasonable control that were not reasonably foreseeable when the contract was concluded, including war, insurrection, embargo, sanctions, acts of government, fire, flood, epidemic, general shortage of labour, materials, energy or transport, strikes, cyberattacks, and failure of a sub-supplier (“Force Majeure”).

12.2 The affected Party must notify the other without delay of the Force Majeure event and its likely duration, and must use reasonable efforts to limit its effects.

12.3 If a Force Majeure event makes performance impossible within a reasonable time, either Party may terminate the affected part of the contract by written notice, without liability for damages arising solely from that termination.

Part V — Governing law and final provisions

13. Governing law and dispute resolution

13.1 These Terms, and any contract to which they apply, are governed by the laws of the Republic of Poland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.2 Any dispute arising out of or in connection with these Terms shall be submitted to the common court having jurisdiction over the Seller’s registered seat.

13.3 Regardless of Section 13.2, the Seller may always pursue a claim for payment of undisputed monetary receivables before the courts of the Buyer’s registered seat.

13.4 If these Terms are issued in more than one language, the Polish-language version prevails, unless the Parties agree otherwise in writing.

14. Final provisions

14.1 If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in force, and the Parties will replace the invalid provision with one reflecting its intended commercial effect as closely as possible.

14.2 These Terms, together with the relevant order confirmation, form the entire agreement between the Parties on their subject matter and supersede all earlier arrangements on that subject.

14.3 The Seller may update these Terms for future orders; the version in force when an order is confirmed applies to that order.

Contact

Questions about these Terms: contact@nordlabels.com or +48 507 006 379.

Last updated: 8 August 2026