GENERAL CONTRACTUAL TERMS AND CONDITIONS OF COOPERATION WITH ALWERO SP. Z O.O. –  version valid from 01.10.2021

PURPOSE OF DOCUMENT

1. The purpose of this document (GCTC) is to determine the frame terms of concluding contracts of sale with ALWERO by the Buyers who are not Privileged Buyers, including placing and executing Orders and the related cooperation of the Parties.
2. GCTC bind regardless of the quantity and type of the ordered Goods or the nature of the mutual considerations of the Buyer orwhether it is the Goods or the branded Goods that are sold.
3. GCTC are an integral part of each and every Order.
4. ALWERO and the Buyer are separate legal entities and none of the provisions of GCTC or the Order authorises either Party to act on behalf of the other Party, represent it as a representative, attorney-in-fact, agent, partner or otherwise, including as a member of any consortium or a civil law partnership.

DEFINITIONS

The terms used in GCTC or the Order have the following meaning:

1. ALWERO – the seller as per the Civil Code, i.e. Alwero sp. z o.o. with registered office in Hecznarowice, ul. Krakowska 1 (Hecznarowice 43-330), tax ID no.: 9372666131, statistical ID no.: 243220390, share capital: PLN 7,071,500, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Bielsko-Biała, 8th Economic Division, under number 0000456429.
2. GCTC – this document.
3. Buyer – the entity concluding a contract of sale with ALWERO, the content of which is specified by the Order, and making a purchase as part of its own business activity.
4. Privileged Buyer – the Buyer being a natural person who concludes a contract of sale with ALWERO and who makes a purchase directly linked to its own business activity, but for whom the purchase of the Goods is not professional, in particular it does not arise from the objects of the business activity as made available as per the regulations on the Central Register and Information on Business Activity, which are regulated for instance by the provisions of Art. 385¹-385³ of the Polish Civil Code. The contract of sale between ALWERO and the Privileged Buyer can be concluded solely through the infrastructure of the Online Store https://ealwero.com/).
5. Account Manager – the person who leads e-mail correspondence with the Buyer on behalf of ALWERO, including the service of placing and executing the Orders.
6. Consumer – the natural person concluding a contract of sale with ALWERO, one who makes a purchase as an act in law not directly related to their business or professional activity. The contract of sale between ALWERO and the Consumer can be concluded solely through the infrastructure of the Online Store (https://ealwero.com/).
7. Day – the business day, i.e. days from Monday to Friday, except for public holidays.
8. Logo – a verbal and graphic trademark meeting the marketing and information role of the Brand, exclusive right number R.245108, which Logo is used for instance to build the image of the Brand, including the branding of the Goods, on the Website, in social media, in marketing materials about the Brand and on the packaging of the Goods offered by ALWERO.
9. Brand – the ALWERO brand consisting from such aspects as the reputation, name, the Logo and communication, behavioural and visual components which define the ALWERO enterprise.
10. Goods – one or more products offered and manufactured by ALWERO, which have certain properties and specifications and which are offered by the Seller to the Buyer and intended for retail or wholesale. Whenever GCTC refers to the Goods, it means both the Branded Goods and their non-branded counterparts subject to express indication that the given provision applies specifically to the Branded Goods.
11. Branded Goods – one or more Goods marked with the Logo, offered by the Seller and intended for retail or wholesale with full branding.
12. Non-branded goods – one or more products offered and manufactured by ALWERO, which have specific properties and specifications, offered by the Seller and intended only for wholesale to the Buyer, who will sell it after subjecting it to the branding process and under its own brand;
13. Unit Price – the net unit price of the Good offered by ALWERO, resulting from the adopted Pricelist, separately for the branded and non-branded Goods.
14. Pricelist – a set of net unit prices of the Goods offered by ALWERO, effective at the time of ALWERO’s accepting the Order and allowing the calculation of the Order Price.
15. Order Price – the net price specified by the Parties in the Order Summary for the Goods ordered under a specific contract of sale, one which takes into account the quantity, quality and types of the ordered Goods, branding or a lack thereof, the Place and terms of Delivery or Collection as well as the Discount Policy.
16. Discount Policy – the discount awarding rules applied by ALWERO which translate into reducing the Unit Price of the Goods covered by the contract of sale and taking into account the current and planned cooperation of the Parties, including its course (e.g. the quantity, quality and frequency of the ordered Goods).
17. Place of Delivery – the address of delivery of the Goods covered by the Order Summary, agreed by the Parties and specified in the waybill or the shipping order unless  the Goods are collected in person by the Buyer at the Place of Collection.
18. Place of Shipment – the address of ALWERO’s registered office or another address specified in the waybill or the shipping order as the address of shipment of the Goods specified in the Order Summary to the Buyer when the Goods are not collected in the Place of Collection. 
19. Place of Collection – the address which the Parties agree on for the personal collection of the Goods covered by the Order Summary (identical with the address of the Place of Shimpment), one which applies when the Buyer decides to collect the Goods in person.
20. Notification – a notification directed to the other Party in the form of an e-mail or, in a situation expressly specified in GCTC, in written form.
21. Parties – ALWERO and the Buyer jointly.
22. Order – a declaration of will not binding for ALWERO, made by the Buyer and sent to ALWERO and aiming for the conclusion of a specific contract of sale of the Goods chosen by the Buyer, one which is an offer as a matter of the law.
23. Order Summary – an email-recorded content of a specific contract of sale of the Goods concluded between Alwero and the Buyer, one which specifies the quantity and quality of the Goods being its subject, including branding or the lack thereof and the Order Price agreed on by the Parties, and the Place and terms of Delivery or Collection as well as any modifications of GCTC, sent to the Buyer in an e-mail entitled ORDER SUMMARY.
24. Website – the website belonging to ALWERO at https://ealwero.com/ the purpose of which is, among other things, the promotion of the Brand and running of an online store intended for the Privileged Buyers and the Consumers.

ORDER PLACEMENT

1. The Orders can be placed solely by e-mail at marketing@alwero.pl.
2. As a rule, any correspondence on the Order is exchanged between the Buyer and ALWERO in participation of the Account Manager assigned to the Buyer and by means of the e-mail address or telephone number specified by the latter. It is unacceptable to place orders orally or modify the concluded contracts of sale orally except situations where an oral order is approved by the Buyer by e-mail or modification is approved and confirmed by both Parties by e-mail.
3. After the receipt of the Order, the Parties agree by e-mail on the content of the contract of sale of the Goods covered by the Order, including the quantity and quality of the Goods, the expected time, form, place and costs of their delivery or collection and the Order Price.
4. The contract of sale of the Goods is concluded upon the Parties’ agreeing on all its provisions and the Buyer’s receiving an e-mail entitled ORDER SUMMARY.
5. The Buyer is obliged to pay ALWERO the Advance on the terms specified in GCTC within 3 days from the time of receiving the Order Summary.
6. ALWERO sets about performing a specific contract of sale upon timely crediting ALWERO’s bank account specified in the Order Summary with the amount of the Advance Payment as agreed by the Parties or immediately when a decision has been made that the Advance Payment is not required.
7. Failure to timely pay the due and agreed by Parties Advance Payment means the Buyer’s withdrawal from the specific contract of sale concluded with ALWERO.
8. ALWERO can refuse to execute the made Order if the VAT invoice or invoices concerning previous orders of the Buyer executed by ALWERO were not fully settled despite the lapse of the time limit for payment.

ADVANCE PAYMENT AND OTHER PAYMENTS

1. The Order Price is specified in the Order Summary and is payable on the basis of the VAT invoice issued by ALWERO.
2. The Buyer is obliged to provide ALWERO with the data required for issuing the VAT invoice, including their tax ID no.
3. A due tax is added to each VAT invoice issued by ALWERO – under the currently effective regulations applicable to the specific contract of sale.
4. The unit prices are specified in the Pricelist and can change during the effective term of GCTC when, for instance, the production cost of the Goods increase, including an increase in prices by the suppliers or wholesalers engaged by ALWERO.
5. ALWERO informs the Buyer about the content of the Pricelist after the Order is placed and before the specific contract of sale is concluded.
6. The Order Price, including the Advance Payment, can be paid solely by wire transfer to ALWERO’s account specified in the VAT invoice.
7. Before proceeding to perform a specific contract of sale, the Buyer must pay the Advance payment unless this obligation is expressly excluded in the Order Summary.
8. As a rule, the amount of the Advance Payment is 30% of the value of the Order Price (gross price) and its payment is documented by sending an advance payment invoice to the Buyer by e-mail.
9. The Buyer must pay the remaining due amount of the Order Price within the time limit specified in the final VAT invoice.
10. The payment date is the day when ALWERO’s bank account is credited with due funds.
11. The VAT invoices covering the Goods purchased as part of a specific order are delivered to the Buyer by e-mail to the e-mail address from which the Order has been placed.
12. The Buyer may request ALWERO to send it the VAT invoice in paper form at the Buyer’s cost. Bearing in mind ecological aspects, please make well-thought-out decisions regarding requests for traditional shipment.
13. The Buyer is obliged to settle all amounts due on time.
14. As a rule, the time limit for payment specified in the final VAT invoice is 30 calendar days from the issue date.
15. If the time limit for payment is not met, ALWERO can charge interest in the amount specified by the legal provisions on delays in commercial transactions.

SHIPMENT AND RELEASE OF GOODS

1. The shipment of the purchased Goods is payable regardless of the value of the Order. The Buyer may agree with ALWERO to collect the Goods in person.
2. The cost of the shipment of the Goods depends on such aspects as the location of the Place of Delivery, any public law charges (including any taxes and customs duties) and the effective pricelist of the engaged courier company and it fully burdens the Buyer.
3. The contract of carriage is concluded between the courier company and ALWERO unless the Parties agree otherwise and modify the provisions of GCTC on the shipment of the Goods. Such a modification must be reflected in the Order Summary or the mutual agreement of the Parties expressed by e-mail.
4. The Goods the shipment of which is organised by ALWERO is delivered through DHL International GmbH or General Logistics System.
5. The cost of shipment of the Goods is a component part of the Order Price.
6. The Buyer is obliged to immediately check the outer condition of the Goods received from the courier company or ALWERO and make a Notification to  ALWERO if any irregularities are found.
7. If the Goods are released in the Place of Delivery any Buyer’s reservations must be taken note of in the waybill or else the shipment will be considered received without any.
8. If any damage to the packaging, including the Goods, is found, the Buyer is obliged to prepare a report on the damage in the presence of the employee of the courier company who delivers the Goods to the Place of Delivery or an ALWERO employee who releases the Goods (if personal collection applies).
9. If damage to the content of the shipment is found after the courier leaves, the Buyer must immediately contact the courier company (the telephone number can be found in the waybill) and demand re-arrival of the courier in order to prepare the said report as well as must immediately make a Notification to ALWERO.
10. The absence of the Notification by the Buyer of ALWERO as regards the damage to the packaging or the Goods within 3 (three) days from the day of release of the Goods means that the Buyer accepts the condition of the received Goods and its packaging in full.

WARRANTIES AND COMPLAINTS

1. ALWERO ensure the highest quality of the offered Goods subject to the contracts of sale of the Goods of the so-called second quality.
2. ALWERO does not grant any additional warranty for the offered Goods.
3. The Consumers and the Privileged Buyers who purchase the Goods directly from ALWERO or in participation of the Buyers enjoy rights arising from implied warranty; as regards the remaining Buyers, such rights are excluded in the maximum scope prescribed by the law.

FORCE MAJEURE

1. ALWERO will not be liable for undue performance or non-performance of a contract of sale, including the resulting damage, if the above occurs as a result of force majeure.
2. For the purposes of this contract, force majeure means unexpected external events or situations of extraordinary nature beyond control of ALWERO, including but not limited to natural disasters, fires, epidemics, wars, strikes, martial law, state of emergency due to natural disasters or other legislation considerably modelling the rights and duties of citizens, the national, local or industry economy or transport (including international transport), regardless of the will of any of the Parties, which events or situations could not be prevented.
3. ALWERO can invoke force majeure if within 7 (seven) days from receiving information of the Buyer’s sustaining damage or of the inability to perform a contract of sale duly or at all and of the cause of such circumstances in the form of specified force majeure, it notifies the Buyer by means of a due Notification.
4. If the occurrence of force majeure contributes to reduced availability of the Goods purchased by the Buyer or reduced possibility of manufacturing them so that ALWERO cannot discharge some or all of its contractual obligations towards the Buyer, ALWERO:
   1. will be freed from satisfying the contractual obligations it is bound by for a period of force majeure and within the scope of the consequences of force majeure;
   2. will make any and all possible, necessary and economically reasonable efforts to limit the consequences of the said disturbances;
   3. will resume the satisfaction of its contractual obligations, if possible, after the subsistence of the circumstances/events of force majeure.
5. If the situation specified in section 4 above persists for more than 3 (three) months from the date of the Notification specified in section 3 above, either Party can withdraw from the specific contract of sale within 2 (two) weeks from the lapse of the said three-month period.
6. The withdrawal must be made in the form of the Notification.

COPYRIGHTS AND INDUSTRIAL PROPERTY RIGHTS

1. The Goods offered by ALWERO are pieces of work as per the provisions of the copyright law and ALWERO is the sole entity enjoying the proprietary copyrights and moral rights to them, including the right to the authorship of the piece of work and the right to marking it with the Logo.
2. Purchasing the Goods, the Buyer also acquires certain proprietary rights to the specific purchased specimens of the Goods, meaning the right to resell them to third parties.
3. The use of the purchased Goods, including but not limited to the branded Goods, must be carried out with respect for ALWERO’s industrial property rights and copyrights to the pieces of work in the form of the Goods designed and manufactured by ALWERO and offered for sale.
4. It is illegal to deprive the purchased Goods of branding or authorship labelling or to introduce any alterations, re-sewing or modifications or to create derivative pieces of work without the knowledge and consent of ALWERO, this does not apply to modifications made for the personal use of the Buyer.
5. Under GCTC, the Buyer does not obtain any licence in connection to an invention, patent, copyright or other industrial or intellectual property rights vested in ALWERO.

PLACE OF SATISFACTION OF CONSIDERATION, GOVERNING LAW AND JURISDICTION

1. The place of satisfaction of consideration is the Place of Shipment or the Place of Collection, depending on the agreed terms of a specific sale contract.
2. The governing law for the contracts of sale concluded with ALWERO is the Polish law, to the exception of the Vienna Convention of 11.04.1980.
3. The court competent for hearing any disputes with the Buyer is the court of proper venue serving the address of the district where ALWERO has its registered office.

EFFECTIVENESS OF AND AMENDMENT TO GCTC

1. GCTC enter into force on 01.10.2021.
2. The content of GCTC can be obtained, reconstructed and recorded free of charge through the Website at any time; in addition, a link to them can be found in the email correspondence footer.
3. ALWERO reserves the right to amend GCTC.
4. Amendments to GCTC apply to the orders placed after such amendments enter into force.

PERSONAL DATA

1. Any personal data made available to either Party in connection with the performance of a contract of sale will be processed by the other Party as per the effective regulations on personal data protection.
2. In connection with taking action to conclude a contract of sale of the Goods and in connection with the performance of the said contract, either Party will process the personal data of the employees or other authorised representatives of the other Party in order to perform its obligations under the Contract, including but not limited to the purposes of the contact, purposes linked with the handing and execution of orders and payments and purposes linked with the performance of civil law duties of the Party, including but not limited to its tax obligations.
3. The provided personal data will concern the name and surname, the position of the data subject and the professional contact details of such a person.
4. If it is required to entrust the processing of the provided personal data, the Parties will immediately conclude a personal data processing agreement.

CONFIDENTIALITY

1. The Buyer undertakes to keep strictly confidential any information not revealed publicly and revealed to it in connection with the cooperation with ALWERO, which information pertains to the Discount Policy and the ALWERO enterprise, including the process of the production of the Goods.
2. The Buyer undertakes to take action required for keeping confidential the information specified in section 1 above by its employees and third parties who have or may have gained access to such information in view of a connection with the Buyer. The Buyer is liable for action and inaction of such persons as for its own.

FINAL PROVISIONS

1. If there is any divergence between the provisions of the Order Summary and GCTC, the provisions of the Order Summary will prevail.
2. The Parties may exclude individual provisions of GCTC in the Order Summary provided that they agree on such exclusions at least by e-mail.
3. The mutual obligations of the Parties under GCTC or the Order Summary are not governed by any general terms and conditions of cooperation of the Buyer or other documents on cooperation with the Client which do not come from ALWERO.
4. The contracts of sale concluded with the Buyers are not governed by the provisions of the Polish Consumer Rights Act of 30 May 2014, including but not limited to the right to withdraw from the contract and return the goods within 14 days from its receipt as specified in that Act, or by the provisions of the Polish Civil Code on the rights of the Consumers subject to the fact that the said provisions apply to the Privileged Buyers.
5. The provisions of GCTC do not apply to transactions with the Privileged Buyers or Consumers.
6. As regards the contracts of sale with the Buyers who are not Privileged Buyers, ALWERO excludes the provisions on implied warranty to the full extent permissible under the Civil Code.
7. GCTC are also effective if its individual provisions are found invalid.
8. The invalid provisions of GCTC are interpreted so as to allow achievement of the purpose of the concluded contract of sale while respecting the provisions of mandatory law.