General terms and conditions of orders

GENERAL TERMS AND CONDITIONS

§ 1 GENERAL PROVISIONS

These General Terms and Conditions (hereinafter
referred to as the GTC) contain the general principles for the provision of
services by TGL Poland Sp. z o.o. [limited liability company], based on orders
placed by the other party, hereinafter referred to as the Buyer. These
conditions include the scope of activities, which is necessary for the proper
fulfilment of obligations of both parties. When placing an order, the Buyer
confirms that he has read and accepts the following terms and conditions.

§ 2 DEFINITIONS

Throughout the GTC the
following terms are used:

1. SELLER - TGL Poland Sp. z o.o. [limited liability company], with its
registered seat at Żytnia street 3, 62-064 Plewiska, NIP 7831664350, registered
in the National Court Register kept by the District Court Poznań - Nowe Miasto
and Wilda in Poznań, VIII Economic Department of the National Court Register,
number 0000375389, initial capital PLN 30 000, e-mail info@tedgifted.com

2. CLIENT or BUYER - a natural or legal person conducting business activity 3.
BUYER - an entrepreneur concluding a sales agreement with the Seller within the
scope of its business activity

4. CONSULTANT - a representative of the Seller appointed for a given region or
Client/ Buyer

5. SYSTEM - the Seller's order processing system

6. MASS PRODUCTION - production of ordered products, carried out in the
Seller's production plant

7. PRELIMINARY VISUALISATION - a preliminary design of the offered product

8. PRODUCTION VISUALISATION - a design of the offered product, being the basis
for mass production

9. SAMPLE - 1 piece of a custom-made product, prepared in order to demonstrate
its colors and/ or way of manufacturing 10. PRODUCT - goods ordered by the
Buyer, manufactured by the Seller on the basis of an accepted production
visualization and/ or sample

§ 3 ENQUIRY AND OFFER

1. The Seller provides
two ways for obtaining a commercial offer:

a. Online order - The current commercial offer is published in the online shop
www.tedgifted.com, where the Client can create their Profile and can calculate
the price of any product.

b. Enquiry - The Client may submit an enquiry by telephone or electronically
via e-mail or available communicators such as WhatsApp or Skype.

2. In case of receiving an enquiry referred to in point 1b of this article, the
Seller prepares a commercial offer on the basis of the information contained in
the enquiry. In order to prepare a precise commercial offer, the Seller may ask
the Client to complete given information. The Seller sends the commercial offer
by e-mail to the address indicated in the enquiry. The commercial offer is
valid for 7 days from the date of sending, unless otherwise stated on the
offer.

3. These GTC apply exclusively to cooperation with Clients who are
entrepreneurs.

4. Pricing of products is based on the current catalogue offer. An up-to-date
catalogue is available at all times at the Seller's premises and can be sent to
the Client on individual request.

§ 4 ORDERING

1. The Seller provides two ways of placing an order: a. Ordering via the
online shop - The Buyer places an order in the online shop at
www.tedgifted.com. b. Ordering via Consultant - The Buyer places an order via
email sent to the Consultant.

2. Placing an order by the Buyer constitutes a conclusion of a sales
agreement between the Seller and the Buyer on the conditions laid down in the
rules and regulations of the online shop in case for online orders or in these
GTC for orders placed at the Consultant.

3. After receiving an order from the Buyer, the Consultant enters it in the
System.

4. The Seller's order processing system requires the Buyer to register and
accept these general terms and conditions and processing of personal data. The
Buyer confirms these general terms and conditions and accepts processing of
personal data by ticking the appropriate boxes in the email received from the
System after the registration. The above activities are required only upon
registration. The Buyer is not obliged to perform them separately for each
order.

5. The Buyer has an access to their account in the System and a possibility
to modify the processing of personal data at any time. The Seller reserves the
right to refuse to process an order if the Buyer withdraws their acceptance of
these general terms and conditions.

6. When placing an order, a registered Buyer is obliged to provide the
information necessary for its execution, in particular: a. The name of the
product and its configuration; b. The quantity ordered; c. The way of
packaging; d. The way of delivery; e. The mode of production; f. The way of
approving the graphic design; g. The desired delivery date; h. The delivery
address, name and telephone number of the person responsible for receiving the
delivery.

7. Failure to provide one or more of the above elements makes placing an
order and conclusion of a sales agreement with the Seller impossible.

8. The Buyer is also obliged to provide files and graphic data according to
the requirements specified in § 7.

9. The Seller does not accept orders and does not conclude agreements on
the Client's/ Buyer's own printouts.

§ 5 PAYMENT

 1. The Buyer is obliged to pay for the order in advance. The Seller may
grant the Buyer a trade credit under a separate agreement.

2. After an order is placed, the System automatically sends a pro forma invoice
to the Buyer via e-mail along with a link to payment. Electronic payments are
made via the PayU platform. The Buyer may also pay by traditional bank
transfer, in this case the Buyer is obliged to send the payment confirmation to
the address pay@tedgifted.com

3. The buyer is obliged to make payment to the bank account indicated in the
pro forma invoice and in the currency indicated in the pro forma invoice.
Payment in wrong currency and/ or to a wrong bank account will not be accepted
as payment for the order.

4. Each payment should be described with the number of the document to be paid.
Payments with an incorrect description will not be accepted.

5. Failure to pay for an order within 30 days of its placement will result in
automatic cancellation of the order.

6. The Seller reserves the right to pursue due payments by way of debt
collection through an external company. Referring the case to a debt collection
company will result in charging the Buyer with debt collection costs and
statutory interest on all overdue payments.

7. Submitting a complaint regarding an ordered product does not release the
Buyer from the obligation of timely payment resulting from the sales invoice
issued for the given order.

8. The Seller reserves the right to refuse the performance of a service for the
Buyer with outstanding payments and to suspend the execution of any orders
which are being processed.

9. In the case of complaints regarding invoices or payments, the Buyer is
obliged to submit them within 7 days from the date of receiving the invoice or
making the payment, by e-mail to: invoice@tedgifted.com

 

§ 6 PRELIMINARY VISUALIZATION, PRODUCTION VISUALIZATION, PHOTOGRAPHIC AND
PHYSICAL SAMPLE 

 

1. At the Buyer's request the Seller may prepare a preliminary
visualisation and attach it to the offer. The Buyer may make changes to the
visualisation, in which case they are obliged to describe them in detail.
Within one project the Buyer can make 3 changes free of charge. Each subsequent
change shall be charged with EUR 4/ GBP 4 / PLN 20 net and the amount shall be
added to the value of the order. The Seller has the right to charge the Buyer
for introduced changes even if the order is not placed.

2. After the order is placed and paid, the Seller prepares the final version of
the production visualization and sends it to the Buyer via the System. The
Buyer is obliged to accept the production visualisation or to reject it and
provide the comments required for the correction of the visualisation. The
order will not be processed until the production visualisation is accepted by
the Buyer via the System. If the production visualisation is rejected, the
Buyer is entitled to introduce 3 changes free of charge. For each subsequent
change the Buyer will be charged with EUR 4/ GBP 4 / PLN 20 net. The charges
are added to the value of the order and the order will not be processed until
they are paid.

3. The Seller enables the Buyer to accept the preliminary visualisation as
production visualisation if the service is conducted by the Consultant via
e-mail and if the Buyer clearly indicates their acceptance of the preliminary
visualisation in the correspondence. In this cases, the Buyer shall not receive
the production visualisation for acceptance from the System and the order will
be released for mass production immediately after the order is accepted and
paid for.

4. The Seller reserves that prepared preliminary and production visualisations
are not a faithful reflection of the final product.

5. The Seller reserves the right to cancel an order, if its visualisation has
not been accepted for more than 30 days, without returning the payment, which
will be considered to be a preparation fee.

6. At the Buyer's request the Seller may prepare a sample of a given product
before starting mass production. The Buyer is obliged to indicate the need for
a sample in the order they place. The Seller prepares a sample after the Buyer
accepts the production visualisation and delivers it to the Buyer in the form
chosen by the Buyer.

7. The Seller delivers the sample as a photo via e-mail by sending a link to
the photo or in a physical form to the delivery address indicated in the
order. 

 

 

§ 7 GRAPHIC FILES, COLOURS, TECHNICAL SPECIFICATION OF MATERIALS FOR
PRINTING 

 

1. To prepare a preliminary and production visualization the Seller shall
use the Buyer's design or a design made by the Seller according to the Buyer’s
order at the stage of preparing the commercial offer.

2. For each offered product the Seller provides a template that informs
about the size of the necessary bleeds, the safe area and which allows the
Buyer to prepare the design on their own. Templates for a given product
configuration are available for download at www.tedgifted.com or provided by
the Consultant via e-mail upon the Buyer's request.

3. The Seller specifies the following conditions for the execution of the
preliminary or production visualisation: a. The Buyer is obliged to send
graphic files in the following formats: vector files as .ai (max. version CS6),
.eps (max. version CS6) or .pdf, without password encryption. If files in other
formats are supplied, the Seller does not guarantee the high print quality and
the colour effect intended by the Buyer. The Seller may - after prior
consultation - accept a file in the .jpg format, provided that it is delivered
in sufficiently good quality and resolution. b. The colours should be defined
only according to the PANTONE® Formula Solid Coated (e.g. 185 C), system
whereby the Seller defines the printing tolerance as +/- 2 shades. c. The
Seller reserves that it operates in the CMYK colour space, so the colours
specified by the Buyer are used as a reference to the target colour. In the
case of colours that are particularly difficult to achieve, the Seller may
refer to the target colours in the PANTONE® Color Bridge Coated system, which
are equivalent to colours in the CMYK space.

4. By accepting the production visualisation based on CMYK colours and/ or
colour values other than those in the PANTONE® Formula Solid Coated system, the
Buyer agrees to possible quality deviations (mainly with regard to colour) and
cannot make any claims against the Seller in this respect.

5. In order to ensure the legibility of the graphics included in the designs,
the Seller requires: a. for T1, T5, T10 and T12 lanyards and wristbands:
minimum text height of 1.5 mm b. for windbreaks and deckchairs: minimum text
height of 5 mm

§ 8 COPYRIGHT

1. The Seller is not responsible for the content of the designs and does
not correct the content of materials submitted by the Buyer, subject to § 7.
The Buyer accepts full responsibility for the content, logo and any other marks
(including trademarks) and graphic elements which will be placed on the Product
in accordance with the design.

2. By accepting the order, the Buyer declares that the execution of the
agreement does not infringe any possible rights of third parties. In the case
of any legal liability arising from the placing of elements encumbered with
rights of third parties on the product, the Buyer undertakes to satisfy all
relevant claims of third parties made against the Seller.

3. If the content of the design is inconsistent with generally applicable
laws, the Seller reserves the right to withdraw from the concluded agreement.
In the case of exercising the right to withdraw from the agreement under this
article, the Buyer shall be obliged to cover the costs incurred by the Seller
for the execution of the order, including the remuneration for performed work.

4. If the Seller has reasonable doubts as to the compliance of the content
of the design with the generally applicable law, the Seller may suspend the
execution of the order until the circumstances are clarified.

§ 9 MANUFACTURING QUALITY, TOLERANCES

1. The Seller agrees to manufacture the products or samples with utmost
care, observing the tolerances and other the terms set out below.

2. A prepared model does not constitute a reflection of mass production and
serves only to demonstrate the approximate manufacturing quality. Due to the
nature of mass production, manufactured products may differ from the approved
sample. Deviations may concern, among other things, sharpness of print, colours,
material structure, sewing, etc. Deviations result from the characteristics of
the production process and cannot be completely eliminated. They do not reduce
the usability of the product. In many cases possible deviations are only a
subjective feeling.

3. Orders may be supplied with quantity tolerances not exceeding 7% of the
ordered quantity.

4. Due to the substrate (material and its elastic properties) logos/
graphics can be printed with a slight deviation from the centre of the tape/
material. When printing, the tolerance is +/-20% shift over distance.

5. In the case of printing dark colours on thin material (e.g. bandanas, T5
gift ribbons, sashes for hostesses) there is a risk of absorption of the colour
by the surface layer from the bottom layer (penetration).

6. Due to the specificity of the sublimation process and its dependence on
many factors such as material, paper, temperature and length of the sublimation
process, it is not possible to guarantee perfectly sharp edges of graphics at
the border of two colours.

7. When printing two designs on the front and back of the material, it must
be taken into account that the designs will not overlap, i.e. they can be
shifted against each other.

8. When printing the same graphic on both sides of the material, it must be
taken into account that the front side of the material is covered with print
independently from the back side. Slight deviations in colour and quality
between the two sides are therefore acceptable.

9. In the case of "non-positioned" designs (front side of the
material in relation to the back side) it should be taken into account that the
print on the back must be a repeatable element - a sequence, which can be
printed in a different place on each product and cut (not (printed as a whole).

10. In the case of "positioned" designs (front side of the
material in relation to the back side) a shift of the graphic element by +/-
15% of the length of the material is acceptable.

11. In the case of dyeing using the sublimation method, due to the
different structures of the material (especially white colour of the originally
dyed strip/ yarn, as well as its natural unevenness) and the specific nature of
the production process (printing and sewing), the possibility of
under-colouring and translucent white elements in uneven areas (folds in the
material, points where sewing needles are inserted, side edges of the strip,
etc.)

12. Due to the specificity of the production process and shrinkage of the
material the actual size of the product may vary from the dimensions specified
in the order and visualisation by +/- 15%.

13. Due to the specific nature of production and the method of printing,
colours (including white) may take on different shades from adjacent colours.
The printed material may also appear in various shades of white (including
beige, cream etc.) depending on the batch. This is conditioned by the
production process of the material and we do not guarantee 100% repeatability.
The Client is aware of this fact and accepts it.

14. Due to the technological process resulting based on the production on
many machines, acceptable differences in pigment colours, changing temperature
and humidity conditions, slight colour differences may occur in the final
product. The Seller shall make due effort to reproduce the colours included in
the design. However, minor colour differences - i.e. +/- 2 shades - shall not
constitute grounds for complaint, and the Buyer shall not raise warranty claims
for physical defects of the product with reference to them.

15. Due to the specificity of the sublimation process and its dependence on
many factors, such as material, paper, temperature and cycle time, the edges of
the graphic elements on the borders between two colours may become less sharp.

16. When the same print is placed on both sides of the product, for
technical reasons, in particular due to the fact that graphic elements are
printed independently of each other, there may be slightly differences in
colour shade, that is +/- 2 shades and in print quality between them.

17. Due to the structure and different properties of the material and the
fact thatsewing is manual work, slight shifts and imperfections are acceptable.
However, these must not affect the overall usability of the product. For
reasons mentioned above, slight shifts between stitched layers of material
within a batch are also acceptable.

18. In the case of a model where a safety connector is used, the Seller
does not recommend sewing it directly on the neck, but e.g. at the snap hook or
in the middle of the length of the lanyard (measured after sewing) for better
comfort. If the Buyer nevertheless decides to order the safety connector sewn
on the neck, the Seller shall not be liable for any claims related to that.

§ 10 CHANGES TO THE ORDER, GENERAL PROVISIONS

1. The buyer is obliged to report their wish to make changes to the order
by e-mail: a. for online orders: shop@tedgifted.com b. for orders placed with a
Consultant at the e-mail address of the Consultant servicing the order

2. Changes to orders are subject to a fee of EUR 4/ GBP 4/ PLN 20 net per
change.

3. The Seller reserves the right to refuse changes to the order, in
particular changes to the product configuration in an order paid for and
accepted for mass production.

4. The buyer is obliged to report their wish to cancel the order by e-mail:
a. for online orders: shop@tedgifted.com b. for orders placed with a Consultant
at the e-mail address of the Consultant servicing the order 

 

§ 11 CHANGES TO ONLINE ORDERS

1. Cancellation of an
online order which has not been paid for and for which no production
visualisation has been prepared is carried out at the Buyer's request without
additional charges. 2. Cancellation of an online order which has been paid for
and for which production visualisation has been prepared is carried out at the
Buyer's request with a cancellation fee of EUR 20/ GBP 18/ PLN 50 net. 3.
Cancellation of an online order which has been paid for and which has been
released for mass production is carried out at the Buyer's request with a
cancellation fee of 100% of the order value.

§ 12 CHANGES TO ORDERS PLACED WITH A CONSULTANT

 1. Cancellation of
an online order which has not been confirmed by the Buyer and which has not
been paid for is carried out at the Buyer's request without additional charges.

2. Cancellation of an order which has been confirmed by the Buyer and paid for
and which has not been released for mass production is carried out at the
Buyer's request with a cancellation fee of EUR 20/ GBP 18/ PLN 50 net.

3. Cancellation of an order which has been released for mass production is
carried out at the Buyer's request with a cancellation fee of 100% of the order
value.

§ 13 ORDER PROCESSING TIME, PRODUCTION MODES

 1. Order
processing time means the time of production of an order until its dispatch.
The Seller shall not be liable for delays connected with the delivery of an
order, regardless of the form of delivery chosen.

2. The order processing time stated in the commercial offer is valid from the
moment of confirming the order in the system, making the payment and approving
the chosen form of acceptance of graphics, i.e. accepting the visualisation,
photo or physical sample.

3. For selected products, the Seller offers the possibility of an URGENT MODE
or EXPRESS MODE of production. The required dates related to the execution of a
given production mode are included in the following tables.

§ 14 DELIVERY, OWN COLLECTION

1. The seller offers products ex works.

2. The Seller is not liable for postal and courier services. The Seller
provides the possibility to use a courier company indicated in the offer. Any
complaints regarding damage to delivered shipment must be reported directly to
the courier company by the person receiving the shipment on behalf of the Buyer
upon receipt of the shipment. It is also necessary to draw up a damage protocol
directly with the courier delivering the shipment. The Seller is not liable for
any delays in delivery of shipments and the dates indicated in the commercial
offer are estimated dates given by courier companies. The Seller is not liable
when shipment is lost by the courier.

3. The Seller enables the Buyer to collect the goods themselves or to order
their own courier. The Buyer receives a message from the System when the goods
are ready for collection.

4. The Seller enables the Buyer to collect the order at the address: TGL
POLAND SP. Z O.O. 3 Żytnia street 62-064 Plewiska from 10 a.m. to 3 p.m.

5. When the Buyer orders their own courier, they are obliged to send a
message indicating the order number, courier company name and a shipment label
to info@tedgifted.com for online orders or to the address of the Consultant
handling the order in other cases.

6. If the Buyer collect the order themselves or with the help of their
representative, they are obliged to send information about the planned
collection date and the details of their authorised representative to
info@tedgifted.com for online orders or to the address of the Consultant
handling the order in other cases.

7. Once the order has been handed over to the courier or the Buyer or their
representative, the Seller assumes no responsibility for the products.

8. If the Buyer does not collect the delivery within 30 days of notification
that the order is ready for collection, the Seller reserves the right to
dispose of the ordered products without prior notice to the Buyer, retaining
payment for the order.

9. If the Buyer does not receive the shipment from the courier and the
shipment is returned to the Seller's warehouse, the Seller may send the
shipment again at an additional delivery fee. If the Buyer does not receive the
shipment from the courier within 30 days of the initial sending date, after it
has been sent again, or fails to provide a different delivery address, or to
pay the additional delivery fee, the Seller reserves the right to dispose of
the ordered products without prior notice to the Buyer, retaining payment for
the order.

 

§ 15 COMPLAINTS

1. The Buyer is obliged to notify the Seller immediately, not later than
within 7 calendar days from the date of receipt or collection of the goods, in
writing about non-conformity of the received goods with the order or about
their defects. Complaints received after the deadline will not be accepted by
the Seller. In order to meet the deadline it is necessary to effectively
deliver the complaint to the Seller. Effective delivery is assumed when a
properly completed claim form available on the website www.tedgifted.com is
sent to the address info@tedgifted.com or to the Consultant responsible for the
region.

2. Complaints submitted after 2 p.m. CET will be treated as complaints
submitted on the following day.

3. The buyer is obliged to verify a minimum of 30% of the quantity of the received
goods. In the case of orders delivered in multiple packages, the Buyer is
obliged to verify the quality of the products by checking products from each
package.

4. In case of improper use and misuse of the products, complaints will not
be accepted.

5. Situations resulting from exceeding quality standards described in § 9
may constitute a basis for complaints.

6. Complaints concerning the colours of the product based on the graphic
design without defined colours according to Pantone C scale shall be treated as
groundless.

7. If it is necessary to verify the legitimacy of the complaint, the Seller
may request the return of all goods or a part of goods at the expense of the
Buyer. Transport costs incurred by the Buyer shall be reimbursed only if the
complaint is considered justified. The condition of the reimbursement is a
submission of the invoice for the incurred transport costs. The Seller will not
reimburse transport costs higher than the standard transport rate of courier
companies cooperating with the Seller.

8. Total costs incurred by the Seller on account of a submitted and
accepted complaint cannot exceed the value of the order. The Seller shall not
cover costs other than those directly related to the order. In particular the
Seller shall not cover costs resulting from lost profits. The Seller is liable
only for their own actions and negligence. The Seller is not be liable for
actions and negligence of third parties, in particular transport companies,
financial institutions, etc.

9. The Seller undertakes to investigate the complaint within 14 working
days from the moment of its submission (excluding public holidays valid for the
seat of the Seller).

10. During the complaint processing the Seller may ask the Buyer to return
a part of goods or all goods, provide additional explanations or documentation,
thus obliging the Buyer to perform certain actions by e-mail. If the Buyer does
not deliver the materials requested by the Seller within 7 working days from
the moment of receiving the relevant notice per e-mail, the complaint shall be
rejected.

11. If the complaint is considered to be justified, the Seller may request
the return of all ordered goods at their expense before an invoice correction
is issued.

12. Returns resulting from issued invoice corrections shall be made within
14 working days from the date of their issuance.

13. Submitting a complaint regarding an ordered product does not release
the Buyer from the obligation of timely payment resulting from the sales
invoice issued for the given order.

 

§ 16 CLIENT-ENTREPRENEUR

1. If the Client is a natural person concluding an agreement directly
related to their business activity, when the content of the agreement indicates
that it is not connected to the professional activity of the Client, based on
the subject of the Client's business activity indicated in the CEDIG (Central
Register and Information on Economic Activity):

a. § 15 of the GTC does not apply;

b. § 17 (3) of the GTC does not apply;

c. When placing an order, the Client shall be informed of the total gross
price of the Order;

d. When placing an order, the Client shall be informed about the costs of
returning the goods in the event of withdrawal form the agreement, which shall
be borne by the Client, including the costs of returning the goods if they
cannot be shipped by post in the standard way due to their nature;

e. When placing an order, the Client shall be informed that the subject of
the service is a non-prefabricated item, produced according to the consumer's
specifications and meeting their individual demand, and therefore the Client is
not entitled to withdraw from the agreement concluded off-premises or at a
distance.

§ 17 FINAL PROVISIONS

1. In matters not regulated by these GTC, the Polish law and the provisions
of the Civil Code and other general provisions apply.

2. Any disputes between the Seller and the Client are subject to the
jurisdiction of Polish courts.

3. Any disputes shall be settled by the court competent for the registered
seat of the Seller.

4. The Client shall be informed about any changes to the GTC via e-mail.

5. The GTC are valid from 17.02.2022.

Terms & Conditions
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