§ 1

General provisions and scope of application

1. These General Terms and Conditions of Sale (hereinafter: the “GTC”) set out the rules for performance and constitute an integral part of agreements concluded by LINEXIM-TK spółka z ograniczoną odpowiedzialnością with its registered office in Łódź, Poland (93-232), at ul. Lodowa 106A, entered in the Register of Entrepreneurs of the National Court Register, whose registration files are maintained by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under KRS No. 0000404007, REGON: 101323908, NIP: 9820372774, with share capital of PLN 90,000.00 (hereinafter: the “Seller”), and purchasers of the products offered by the Seller (hereinafter: the “Customer”), jointly referred to as the “Parties”.
2. The GTC shall not apply to relations with:
   1. a consumer within the meaning of Article 22¹ of the Polish Civil Code;
   2. a natural person concluding an agreement directly related to that person’s business activity, where the content of such agreement indicates that it is not of a professional nature for that person, in particular resulting from the subject of the business activity carried out by that person and made available under the provisions on the Central Register and Information on Business Activity, in accordance with Article 385⁵ of the Polish Civil Code and Article 7aa of the Act of 30 May 2014 on Consumer Rights.
3. The GTC shall fully apply to the performance of agreements unless the Parties expressly agree otherwise at least in documentary form, including by e-mail.
4. Any standard contract terms used by the Customer shall apply only to the extent to which the Seller has accepted them at least in documentary form, including by e-mail. In all other respects, these GTC shall apply, and any terms inconsistent with the GTC shall not bind the Seller, even if they have not been expressly rejected by the Seller. The Customer’s failure to familiarise itself with the GTC shall not constitute grounds for excluding their application.

§ 2

Offer and conditions for conclusion of the agreement

1. All price lists, advertisements, announcements, catalogues and other materials and information of the Seller addressed to the public or to specific persons shall constitute an invitation to enter into an agreement and shall not constitute an offer within the meaning of Article 66 of the Polish Civil Code.
2. The Seller reserves the right to make changes to the products offered. Such changes may be made at any time.
3. Data provided by the Seller concerning the agreement, including in particular prices and delivery times, are indicative and valid as at the date on which such data are provided to the Customer. In particular, placing an order at another time may result in a change to the above data.
4. Publication of information about a product on the website or in price lists, advertisements, announcements, catalogues or other materials and information of the Seller shall not be equivalent to the product being available from the Seller.
5. Technical data of products contained on the website or in price lists, advertisements, announcements, catalogues and other materials and information of the Seller are for guidance only. Each product offered by the Seller has its own technical data sheet. The Seller shall provide the Customer with the technical data sheet only upon the Customer’s express request submitted by e-mail. The technical data sheet shall be provided in electronic form.
6. The Customer is obliged to place orders for products offered by the Seller in documentary form to the e-mail address of the Customer’s dedicated account manager.
7. The Customer accepts that ordering fabrics and knitted fabrics in a precisely specified quantity is not possible. The agreement is concluded upon confirmation by the Seller of the Customer’s order within e-mail correspondence conducted by the Parties. The Seller will be able to indicate the specific quantity of the ordered product only after obtaining confirmation that the order has been placed in the warehouse of its supplier. Any amendments to the agreement shall also be introduced by e-mail correspondence. Tacit acceptance of the Customer’s offer by the Seller is excluded.
8. The agreement includes all arrangements made between the Customer and the Seller prior to its conclusion, including in particular during prior negotiations.
9. If the Seller reasonably suspects that the Customer’s financial standing calls into question the Customer’s ability to perform its obligations under the agreement, the Seller may suspend deliveries, setting an appropriate time limit for the Customer to perform its obligation with simultaneous delivery of the products to the Customer, or to provide appropriate security for the performance of the obligations arising from the agreement.

§ 3

Prices and payment terms

1. The Seller reserves the right to change, at any time, the prices indicated in any price lists, advertisements, announcements, catalogues and other information of the Seller.
2. The prices stated are net prices. Prices stated in euro are converted into PLN on the day on which the goods are received by the Seller. The cost of shipment, determined according to the rates of the carriers used by the Seller, as well as a recycling fee, shall be added to the prices of the products.
3. The Seller undertakes to issue and deliver invoices to the Customer in accordance with applicable law, including in particular via the Polish National e-Invoicing System (KSeF). After issuing an invoice, the Seller will generate an automatic e-mail notification stating that the invoice has been created and sent to KSeF.
4. The payment term for amounts due under the agreement shall be determined unilaterally by the Seller in the VAT invoice issued by the Seller. The Customer may apply for deferred payment by submitting an application to the Seller for the granting of deferred payment. The application is available here.
5. The payment term specified in the VAT invoice may not exceed 30 days.
6. The Seller reserves the right to require the Customer to make an advance payment.
7. In the event of the Customer’s delay in payment of any due and payable amounts to the Seller, the Seller, in addition to any other rights arising from the agreement and applicable law, shall be entitled to:
   1. charge the Customer statutory interest for delay in commercial transactions;
   2. claim from the Customer compensation for debt recovery costs in accordance with the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions;
   3. immediately suspend all of its obligations towards the Customer, including deliveries under other agreements, and refuse to accept orders until payment, together with interest, has been made. All costs and risks associated with the suspension of product deliveries, including storage and insurance costs, shall be borne by the Customer.

§ 4

Delivery of the product and transfer of risk

1. The product shall be delivered in accordance with the agreement at the moment it is handed over to the carrier or collected by the Customer at the Seller’s registered office.
2. The Seller shall not be liable for services provided by carriers, in particular for delivery times and the manner in which the products are transported.
3. The method of shipment and packaging of the product shall be left to the Seller’s judgement and experience.
4. The risk of accidental loss of or damage to the product shall pass to the Customer upon delivery of the product.
5. The Customer may collect the ordered products at the Seller’s registered office. The Customer shall be informed by e-mail of the possible collection date.
6. Failure by the Customer to collect ordered products within 14 days from the invoice date shall result in a storage fee being charged. The fee shall amount to PLN 100 net per day, unless otherwise agreed by the Parties.

§ 5

Delivery time and delivery conditions

1. The time limit for performance of the agreement shall commence on the date specified in the agreement or on the date on which the Seller confirms the Customer’s order.
2. Performance times are indicative and are determined by the Seller or by the Parties, taking into account all circumstances, including in particular those referred to in paragraph 7 of this section.
3. An agreed performance time shall be binding only if this follows directly from individual arrangements between the Parties or from the order confirmation.
4. The running of the time limit for performance of the agreement shall be suspended:
   1. for the period necessary for the Parties to make arrangements concerning performance of the agreement;
   2. for the period necessary for the Parties to make arrangements and resolve technical issues;
   3. until the Seller receives the agreed advance payment, if such advance payment was required.
5. If the time limit for performance of the agreement was set as a specific date, suspension of the running of the time limit referred to above shall result in the time limit being postponed by a period corresponding to the period of suspension.
6. The running of the time limit for performance of the agreement shall also be suspended as a result of:
   1. force majeure affecting the Seller or its subcontractors;
   2. delivery difficulties which the Seller could not have foreseen;
   3. problems with electricity supply;
   4. difficulties in obtaining products;
   5. communication disruptions;
   6. decisions of public authorities.
7. The delivery time may change as a result of production processes, lack of yarn availability or delays in deliveries, for which the Seller shall not be liable.
8. The time limit for performance of the agreement shall be deemed met if, within that time limit:
   1. the product has been delivered within the meaning of § 4;
   2. the Seller has notified the Customer that the product is ready for shipment, but shipment has not been carried out for reasons not attributable to the Seller;
   3. the Seller has notified the Customer of the possibility to collect the product, but the Customer has not collected the product for reasons not attributable to the Seller.
9. Products may be delivered in batches.

§ 6

Returns of products

1. The Seller excludes the possibility of returning products purchased by the Customer, except where such right has been expressly provided for in the agreement or where the Seller expressly grants the Customer the right to return the product after conclusion of the agreement by making a statement at least in documentary form, including by e-mail.
2. Unless otherwise provided in the return conditions specified in the agreement or presented by the Seller in a statement made to the Customer, the following rules shall apply:
   1. all costs related to the return of the product shall be borne by the Customer;
   2. returns of products are permitted only if the products are new, have never been used and are packed in their original packaging. The packaging must not be damaged and must not contain any markings applied by the Customer or third parties;
   3. all costs and risks related to transport of the goods to the Seller shall be borne by the Customer.

§ 7

Statutory warranty for defects

1. The Seller shall be liable to the Customer for defects in products under the statutory warranty rules, subject to the reservations set out below. Any liability of the Seller under the statutory warranty exceeding that specified below is excluded.
2. Due to the various possible applications of fabrics, the Customer should familiarise itself with the ordered product, its colours, texture and application. The Customer may inspect the fabric at the Seller’s registered office or order a material sample (coupon) from the Seller for testing purposes.
3. The Customer is obliged to inspect the delivered products immediately upon receipt, but no later than within 14 days from the date of receipt. Within the same period, the Customer is obliged to notify the Seller of any detected defects. The notification to the Seller should be made at least in documentary form, including by e-mail, and should include a detailed description of the defects as well as photographs or videos showing the defect.
4. The Customer shall lose its statutory warranty rights if it has failed to inspect the goods and notify the Seller of defects within the time limit specified in paragraph 3.
5. In the case of delivery of products by carrier, the Customer is obliged to inspect the packaging and the products in order to verify whether they have suffered damage during transport. If the packaging or products are damaged, the Customer has the right to refuse acceptance of the shipment and to draw up, together with the carrier’s representative, a damage report containing a description of the damage, the date and the signature of the carrier’s representative. Inspection of the shipment upon receipt is a necessary condition for the Customer to raise any claims for damage to or loss of the shipment during transport.
6. The Customer’s ability to raise statutory warranty claims shall be excluded in the event of insignificant differences between the delivered product and the product description in the agreement or an insignificant limitation of the product’s usefulness, condition or quality resulting from product improvement.
7. The Seller shall not be liable for defects in the product caused by:
   1. actions of third parties or the effects of chemical agents;
   2. use of the products contrary to their intended purpose, including in particular as a result of the Customer’s failure to familiarise itself with the ordered product in advance and failure to follow the labels, instructions or technical data sheet attached to the product;
   3. unauthorised modifications to the products made by the Customer or third parties.
8. If the Customer’s statutory warranty claims prove justified, the Seller may deliver a new product in place of the defective one or refund to the Customer the price paid for the product, taking ownership of the defective product. The method of satisfying a justified claim shall be chosen by the Seller.
9. The costs of replacing the product shall be borne by the Seller, provided that:
   1. the Seller shall bear only the costs of delivering the new product to the place of delivery of the originally delivered product;
   2. the Seller shall not bear any additional costs related to replacement of the product, such as transport of defective, repaired or new products, waste disposal, travel and travel time.
10. If the Customer’s statutory warranty claims prove unfounded, the Seller may demand that the Customer reimburse all costs incurred by the Seller in connection with the examination of the Customer’s claims.
11. The Customer is obliged to pay the price for the received products also where it raises statutory warranty claims.
12. The Seller does not provide any guarantee for the products.

§ 8

Scope of the Seller’s liability

1. In connection with performance of the agreement, the Seller shall be liable only for losses caused intentionally or through gross negligence. Any further liability of the Seller is excluded.
2. The Seller’s liability for damage caused to the Customer shall be limited to the value of the agreement whose non-performance or improper performance caused the damage, irrespective of the legal basis of the Seller’s liability.
3. In particular, the Seller shall not be liable for any damage arising in connection with improper use and operation of the product by the Customer, including in particular damage related to failure to follow the attached labels or instructions. The Seller shall also not be liable for the manner of use of the product, including in particular use of the product to create garments for which the product is not suitable, or for the processing technique selected by the Customer.
4. The Seller shall not be liable for lost profits of the Customer or for indirect damage.
5. The above limitations of liability shall not apply where, by operation of law, limitation of liability is not permitted in specific cases.

§ 9

Final provisions

1. Assignment by the Customer of rights arising from an agreement concluded on the basis of the GTC to a third party shall require the Seller’s prior consent expressed at least in documentary form, including by e-mail.
2. The GTC and the agreements shall be governed by Polish law. In matters not regulated by the GTC or the agreements, generally applicable provisions of law shall apply, including in particular the provisions of the Polish Civil Code. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
3. The invalidity of any provisions of the GTC shall not affect the validity of the remaining provisions. The remaining provisions of the GTC shall be interpreted so as to achieve, to the fullest possible extent, the purpose of the GTC provision that proved invalid.
4. Disputes arising from the agreement shall be subject to the jurisdiction of Polish courts. The court having local jurisdiction over the Seller’s registered office shall be the competent common court for resolving disputes.
5. Amendments to the GTC shall require at least documentary form, including by e-mail. The Seller shall have the unilateral right to amend and supplement the GTC at any time. In such a case, the Seller shall notify the Customer of the effective date of the new version of the GTC, and they shall apply to all agreements concluded with the Customer after that date.
6. The GTC shall enter into force and apply as of 01.07.2026 .