GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL PROVISIONS AND DEFINITIONS

1.1 These General Terms and Conditions of Sale (hereinafter referred to as the “GTCS”) define the rules for the delivery and sale of goods offered by BUGAŁA MANUFACTURING sp. k., with its registered office in Częstochowa, at ul. Legionów 98, entered into the Register of Entrepreneurs kept by the District Court in Częstochowa, 17th Commercial Division of the National Court Register under KRS number: 0001089546, NIP (Tax ID): 9492245745, REGON: 387534776 (hereinafter referred to as the “Seller”).

1.2 Contact with the Seller is possible:
a) By post at the address: BUGAŁA MANUFACTURING sp. k., ul. Legionów 98, 42-200 Częstochowa, Poland
b) By phone at: +34 360 23 81 (for landline calls) or +48 603 304 488 (for mobile calls), Monday to Friday, from 8:00 a.m. to 4:00 p.m..
c) By email: info@bugala.pl

1.3 These GTCS form an integral part of every offer, price list, cooperation agreement, or sales contract. By placing an order and purchasing goods from the Seller, the Customer confirms having read and accepted these GTCS.

1.4 The Seller provides the current GTCS document on their website at www.bugala.pl.

1.5 The following terms used in these GTCS shall be understood as:

• Business Days - from Monday to Friday, excluding public holidays.
• Delivery - the physical act of delivering the goods specified in the order to the Customer by the Seller through a courier.
• Proof of Purchase - an invoice, receipt, or bill issued in accordance with the Act on Goods and Services Tax of March 11, 2004.
• Courier - the delivery company contracted by the Seller to deliver goods.
• Client/Buyer - a natural person conducting a sole proprietorship, a legal person, or an organisational unit without legal personality who places an order or purchases goods from the Seller.
• Civil Code - the Polish Civil Code Act of April 23, 1964.
• Consumer - a natural person within the meaning of Article 22[1] of the Civil Code.
• Order Confirmation - a statement made by the Seller in writing, via email, messaging app, SMS, or phone confirming the conclusion of a contract.
• Entrepreneur - a natural person conducting business activity, a legal person, or an organisational unit that is not a legal person but has legal capacity granted by law, conducting business or professional activity in their own name, as defined in Article 43[1] of the Civil Code.
• Entrepreneur with Consumer Rights - a natural person concluding a sales agreement related directly to their business activity, where the agreement shows it is not of a professional nature for them.
• Force Majeure - an unforeseeable and uncontrollable external event, such as war, terrorist attack, natural disaster, epidemic, riots, strikes, fire, earthquake, flood, explosion, etc., which wholly or partially prevents the fulfillment of an obligation.
• Physical Store - the Seller's retail location at ul. Legionów 98, Częstochowa.
• Seller - BUGAŁA MANUFACTURING sp.k., as described above.
• Goods - products manufactured by the Seller for the Client's order or products purchased by the Client from the Seller.
• Durable Medium - a medium that allows the Client or Seller to store information directed personally to them in a way accessible in the future for an appropriate period and that enables the unchanged reproduction of the information.
• Agreement - a sales agreement or any other contract concluded with the Seller, regardless of the terminology used.
• Request for Quotation - a request submitted in writing, via email, messenger, SMS, or phone by the Buyer to the Seller asking for a commercial offer.
• Order - the Buyer's statement of acceptance of the Seller's offer, submitted in writing, via email, messenger, SMS, or phone.

2. ORDER PLACEMENT AND CONCLUSION OF THE AGREEMENT

2.1 The Seller sells exclusively to registered Entrepreneurs. Orders placed by Consumers and Entrepreneurs with Consumer Rights will not be processed.

2.2 Placing an Order with the Seller is equivalent to reading and accepting these GTCS.

2.3 Acceptance of the GTCS additionally occurs through: acceptance of the Seller's offer/pro forma invoice, if the offer/pro forma references the GTCS and indicates where they can be reviewed; submission of an acceptance form; or acceptance via email.

2.4 Acceptance of the Seller's GTCS is a condition for processing an Order.

2.5. Entrepreneurs operating as sole proprietors must declare in advance that the agreement is being concluded for the purposes of their business or professional activity.

2.6. Goods presented on the Seller's website constitute only an invitation to conclude an agreement within the meaning of Article 71 of the Civil Code, and not a binding offer. The contract is concluded only when the Seller confirms the Order.

2.7 All documents such as price lists, catalogues, promotional materials, and these GTCS are to be treated solely as invitations to conclude an agreement under Article 71 of the Civil Code and not as binding commercial offers. They become binding only upon the Seller's confirmation of the Order.

2.8. Technical data such as dimensions, weight, or quantities given in offers are approximate, for informational purposes only, and shall not be grounds for legal claims.

2.9 The Buyer acknowledges that drawings, images, dimensions, descriptions, technical and performance parameters, and other data provided in public information (e.g., catalogues, brochures, specifications, or annexed documents) are only approximate. They become binding only if explicitly confirmed in writing by the Seller.

2.10. The Seller fulfils Orders both within Poland and internationally.

2.11. Orders can be placed:

1. a) via the Seller's online platform at www.bugala.pl,
2. b) by phone: : +34 360 23 81 (for landline calls) or +48 603 304 488 (for mobile calls)
3. (c) by email: info@bugala.pl,
4. d) at the Seller's physical store.

2.12. Placing an Order is equivalent to making an offer to conclude a contract under the terms of the Order.

2.13. Orders placed by phone, messenger, or email require the Client to confirm they have read the GTCS by sending an acceptance in reply to the offer or pro forma invoice or by returning the GTCS form to info@bugala.pl or to the Seller's address: ul. Legionów 98, 42-200 Częstochowa.

2.14. By placing an Order or providing contact information, the Buyer declares that all personal and company data provided is accurate and accepts full responsibility for any false or incorrect data.

2.15. The Buyer must verify all data (VAT number, company details, delivery address, order contents, payment method). Any discrepancies must be immediately reported to the sales department.

2.16. The Seller reserves up to 7 business days from receipt of an Order to confirm or reject it. If no confirmation is issued within that time, the Order is deemed to be unaccepted.

2.17. An Order becomes binding only after the Seller confirms it in writing, by phone, or via SMS, and upon sending a pro forma invoice to the Buyer.

2.18. The agreement is concluded when both parties express mutual intent regarding the order's subject matter-in writing, via email, SMS, or phone. By placing the Order, the Buyer accepts the purchase conditions, including price, delivery terms, and additional costs necessary for order fulfillment.

2.19. Orders are processed in the order they are received and subject to product availability.

2.20. The standard order fulfilment time is approximately 5 weeks. This may be extended due to force majeure or peak periods such as holidays. This time includes production and preparation for shipment but does not include delivery time. Orders are processed and delivered only on business days. By placing the order, the Buyer accepts potential delays during such periods. The exact lead time will be communicated by the Seller in response to the Order.

2.21. The order fulfillment time begins once payment is credited to the Seller's account. If an advance payment is required, the fulfillment time starts from receipt of the deposit.

2.22. Any proposed changes to an Order must be sent via email. The Seller will consider themonly if feasible at the current stage of production. If changes incur extra costs, the Buyer must cover them in full.

3. DIRECT SALES

3.1 Direct sales are conducted exclusively at the Seller's showroom.

3.2 The showroom is open Monday to Friday, from 8:00 AM to 4:00 PM.

3.3. Orders placed in the showroom are processed on an ongoing basis, in the order in which they are placed.

4. PRICES, AVAILABLE PAYMENT METHODS, AND TERMS OF PAYMENT FOR GOODS

4.1 The prices of Goods indicated by the Seller are net prices. VAT at the applicable rate at the time of Order will be added to the price. Prices do not include delivery costs.

4.2 The Client may choose from the following payment methods for the ordered Goods:

1. a) Bank transfer to the Seller's account - payment details are provided in the Order confirmation sent to the Client. The payment should match the total Order amount include the precise Order number or another number specified by the Seller.
2. b) Upon pickup - payment in cash or by card at the Seller's premises upon release of the Goods.

4.3 A VAT invoice is issued for each Order and is sent to the Client along with the Goods.

4.5. For all Orders exceeding PLN 1,000 net (or its equivalent in another currency), a deposit of 30% gross of the total Goods value must be paid to the Seller's bank account. If the deposit is not paid within 3 days from the Order date, the Order is automatically cancelled.

4.6 The deposit is credited towards the final price of the Goods.

4.7 If the contract is not fulfilled due to circumstances beyond the control of either party or due to mutual fault, the deposit is refunded, and neither party is obliged to pay double the amount.

4.8 If the Buyer fails to fulfil the contract, the Seller may withdraw without granting an additional deadline and retain the deposit.

4.9 If the Buyer cancels the Order after receiving confirmation from the Seller, the Seller has the right to claim compensation for any costs and losses incurred due to the cancellation.

4.10. Upon receipt of the deposit, the Seller issues a deposit invoice. The final invoice is sent with the Goods.

4.11. If the Client selected advance payment, full payment must be made within 3 days of placing the Order.

4.12. If the Buyer fails to meet the obligation in point 11, the Seller may withdraw from the Agreement without providing an additional deadline. This must occur within 30 days of the Agreement date. After the deadline, the Seller will send a statement of withdrawal on a Durable Medium under Article 492 of the Civil Code.

4.13. In case of Force Majeure or if execution is impossible due to circumstances beyond the Seller's control, either party may withdraw from the Agreement within 60 days from the occurrence.

4.14. If the Seller fails to meet the agreed delivery date due to reasons for which they are responsible, the Buyer may set an additional deadline (minimum 30 days) and, if unmet, withdraw from the Agreement within 14 days of its expiration. The Seller bears no further liability.

4.15. If the prices of Goods are listed in a currency other than PLN, they may change due to exchange rate fluctuations.

4.16. Prices quoted in foreign currencies are converted to PLN based on the average NBP exchange rate on the day before the VAT invoice is issued.

4.17. If, after contract conclusion but before execution, conditions arise that justify a price increase (e.g., tariffs, taxes, public levies, production costs, labor costs), the Seller may increase the price accordingly and notify the Buyer in writing or by email. No annex to the contract is required unless the price increases by 20% or more-then the Buyer has 14 days to withdraw from the Agreement.

4.18. The payment becomes due on the VAT invoice due date. The payment date is when the funds are credited to the Seller's account.

4.19. Ownership of the Goods transfers to the Buyer only after full payment unless otherwise agreed (retention of title).

4.20. If the Buyer fails to meet the payment deadline, the Seller may charge statutory interest for late payment in commercial transactions under the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions.

4.21. The Seller may offset claims for non-performance or improper performance (e.g., interest, penalties) from any amounts paid by the Buyer, including advances or deposits.

4.22. If the Buyer causes termination of the Agreement, the Seller may charge a contractual penalty of 10% of the gross price of the Goods. If damages exceed the penalty, the Seller reserves the right to seek additional compensation.

5. DELIVERY AND COLLECTION OF GOODS

5.1 The Seller offers the following delivery methods for Goods:

1. a) Personal collection at the Seller's premises,
2. (b) Courier delivery
3. c) Pallet shipment via transport company.

5.2 No charges apply for personal collection. To collect the Goods, the Buyer must present a valid identity document (ID card, driver's license, or passport) and order identification details.

5.3 For orders delivered outside Poland, delivery costs are charged separately and communicated to the client upon order confirmation by the Seller.

5.4 Oversized items are priced individually based on the type and size of the shipment.

5.5. For international Orders, delivery costs are determined individually based on the destination. Rates vary by region and are specified in the pro forma invoice.

5.6 Delivery of the Goods is carried out according to the delivery method indicated by the Client in the Order or as agreed in correspondence. Any change in the delivery address must be confirmed by the Seller.

5.7 On the day the Goods are shipped, the Client receives an email confirmation of shipment from the Carrier.

5.8 The Client must inspect the delivered shipment according to standard practices for such shipments. If any loss or damage is found, the Client has the right to request a damage report from the Carrier's employee.

5.9 Upon receipt of the Goods, the risk of damage or loss passes to the Buyer.

5.10. The Seller shall not be liable for lack of delivery or delayed delivery if caused by Force Majeure, supplier delays, or unforeseen disruptions in the Seller's operations.

5.11. If the Client is unavailable at the delivery address provided in the Order, the Carrier will leave a delivery notice or attempt to contact the Client by phone. If the Goods are returned to the Seller by the Carrier, the Seller will contact the Client via email or phone to arrange a new delivery time and cost.

5.12. The Seller shall not be liable for delivery delays caused by the Carrier.
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6. COPYRIGHTS

6.1 The Seller shall not be held liable for any designs or content submitted for printing.

6.2 Placing an Order by the Buyer constitutes a declaration that the Client holds the copyright to all submitted content commissioned for printing, and that all elements of the design - if considered a work within the meaning of the Act of 4 February 1994 on Copyright and Related Rights - are their property.

6.3 If the Buyer is not the owner of the submitted logo, trademark, or other elements constituting a work, the Buyer declares that they hold appropriate consent or a license granted by the authorized entity/person for their use.

6.4 The Buyer assumes full liability for legal defects resulting from content submitted for execution and for designs created upon their request, including any violations of copyrights or other third-party rights.

7. RETURNS, WARRANTY, AND COMPLAINTS PROCEDURE

7.1 Pursuant to Article 558 §1 of the Civil Code, the Seller fully excludes liability towards Entrepreneurs for physical and legal defects (warranty).

7.2 As the Goods offered by the Seller are non-prefabricated items manufactured according to the Client's specifications, they are not subject to return or exchange.

7.3 The Buyer is obliged to verify whether the delivered Goods conform to the Order Confirmation.

7.4 In the event that the Buyer identifies discrepancies between the delivered Goods and the Order Confirmation (particularly regarding quantity, type, colour, or product marking), the Buyer has the right to file a complaint in writing or electronically, no later than within 5 business days of receipt of the Goods.

7.5 The Seller will review the complaint upon examining the evidence provided by the Buyer along with the complaint. A decision on the validity of the complaint will be made within no more than 14 business days from the date of receipt of the complete complaint.

7.6 If the complaint is accepted, the Seller undertakes to supplement any missing items or correct the identified inconsistencies within no more than 30 business days from the date of the complaint resolution, unless otherwise agreed by the Parties.

7.7 The Seller shall not be liable for differences in colour between the Goods shown in price lists, catalogues, and promotional materials shared by the Seller and the actual colour of the ordered Goods, nor for minor shade differences within the ordered Goods.

7.8 Except for claims defined in these Terms and Conditions, the Client shall not be entitled to any additional or alternative claims against the Seller. In particular, the Client waives any warranty claims for defects in the Goods, claims for damages due to late delivery, or claims for damages to third parties and any indirect or consequential loss or lost profits.

8. PERSONAL DATA PROTECTION

 

The Seller processes Clients’ personal data in accordance with applicable legal provisions and in line with the rules set forth on the Seller's website at www.bugala.pl under the “Privacy Policy”.

9. FINAL PROVISIONS

9.1 In matters not regulated by these General Terms and Conditions of Sale (GTCS), the current written agreements between the parties and the applicable provisions of Polish law shall apply.

9.2 Both the Seller and the Buyer shall seek to amicably resolve any disputes arising from the Agreement concluded between them.

9.3 If a written agreement has been concluded between the Client and the Seller, the provisions of that agreement shall prevail over the provisions of these GTCS in case of conflict.

9.4 The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

9.5 Disputes that may arise in connection with cooperation between the parties shall be resolved in accordance with Polish law by a Polish court with jurisdiction over the Seller's registered office.

9.6 For contracts concluded with Buyers based abroad, the contract may be concluded in English. In such cases, the law applicable to resolving disputes arising from the contract shall be Polish law. The competent court shall be the Polish court with jurisdiction over the Seller's registered office.

9.7 The Seller reserves the right to amend these GTCS.

9.8 All Orders accepted by the Seller before the effective date of the new GTCS shall be executed based on the GTCS that was in effect on the date the Order was placed by the Client.

9.9. Each Client shall be informed of any changes to these GTCS by the Seller at least 7 days before the new GTCS come into effect, through information provided by email or published on the website www.bugala.pl, including a summary of the changes and their effective date.

9.10. These General Terms and Conditions of Sale shall enter into force on 1 January 2025.