1. General information
    1. ML Sp. z o. o. with its registered office in Gronowo Górne (hereinafter “ML”) reserves the right to amend these Terms and Conditions of Sale and Delivery, hereinafter referred to as the “Terms and Conditions”, at any time. Customers and users shall be informed about amendments to the Terms and Conditions in current proposals. By placing an order, the Customer declares that it has gotten acquainted with these Terms and Conditions and accepts them.
    2. Proposals and orders shall be subject to the Terms and Conditions in effect at the time of placing orders. The Terms and Conditions are posted on the ML website.
    3.  Exceptions to these Terms and Conditions shall only be valid having been accepted in writing by both parties. 
    4. The written form referred to in these Terms and Conditions is understood as: a message sent by e-mail and a document delivered in the original copy on paper.

2. Technical documents and information

    1. Any and all files, descriptions, drawings and other technical documents relating to the products or their manufacture, provided by one party to the other before or after the sale of the products shall remain the property of the transferring party.
    2. Files, drawings, descriptions, technical documentation or other technical information received by one of the parties may not be used for purposes other than those for which they were provided without permission of the transferring party.
    3. ML ensures full confidentiality and protection of transferred data.

3. Validity of the price and term proposal

    1. A proposal presented by ML shall be valid for a period of 7 days unless the proposal provides otherwise.
    2. A proposal presented by ML may only be accepted without reservations.
    3. The acceptance by the Customer of a proposal subject to any change requires that ML present a new proposal.

4. Acceptance and processing of orders

    1. The Customer’s order shall become binding on it following its submission in writing to ML.
    2. Orders should be placed:
      a. by post to the address: ML Sp. z o.o., ul. Berylowa 7, 82-310 Gronowo Górne

      b. by e-mail to:

   3. An order should contain:
       a. full name and address of the Customer's registered office,
       b. tax identification number (NIP),
       c. name and surname of the person authorized to place orders on behalf of the Customer,
       d. quantity and assortment of the ordered product,
       e. order completion date,
       f. address and terms and conditions of delivery,
       g. name and telephone number of the person responsible for collecting the product,
       h. Customer’s additional requirements.

  4. An order shall become binding on ML only after sending a written confirmation of order
      acceptance for processing.

  5. A change to an order during its processing shall be agreed between the parties from time to time in writing. Changes to an               order may impact the date and terms and conditions of its processing.

  6. If possible, ML shall make changes requested by the Customer in writing (e.g. a change of product, quantity, method of                     implementation) to an order. Otherwise, ML shall have the right to complete the order according to the originally agreed terms           and conditions.

  7. Should it be necessary to make changes at the request of ML, the changes shall be accepted by the Customer in writing. The             Customer acknowledges that changes made by either party may impact the date/terms and conditions of order completion and       it shall not pursue any claims on that account.

  8. The Customer may cancel an order. ML shall then charge the Customer with costs incurred until the date of order cancellation,          the total amount of which shall be conditional upon the stage of completion of the order.

  9. Renewed orders or orders made from ML’s permanent offer shall require that the quantity and the expected completion            date be specified.

  10. A lack of the information defined in point 4.3. may impact the terms and conditions of order completion.

  11. ML stipulates that the time of order processing shall start on the date of clarification of any discrepancies/ambiguities related        to the design submitted together with the order by the Customer.

5. Delivery

    1. ML shall make every effort so that an ordered product is delivered to the ordering party in a timely and safe manner.
    2. One-way transport packaging which enables safe delivery is included in the price of the product. Other forms of packaging shall require arrangements made in a proposal.
    3. The shipment cost shall be added to the invoice unless the parties agree otherwise.
    4. If ML determines that it is not possible to deliver products by the agreed delivery date, or if it finds that there may occur a delay, ML shall notify the Customer of it in writing, stating the reason for the delay and, if possible, the planned delivery date.
    5. If a delivery is delayed due to force majeure or due to any acts and circumstances for which ML is not at fault or due to acts and circumstances caused by the Customer, the delivery period shall be extended by the time required in the existing circumstances.
    6. Under no circumstances shall ML be liable for any delay or failure to deliver for the reasons set out in point 5.4.
    7. If the Customer fails to collect a product within the agreed time limit for reasons not attributable to ML, it shall be assumed that the product has been collected as ordered. Alternatively, ML may in such a case charge the Customer for the storage of the product uncollected in time in the amount of PLN 200 per day of delay.

6. Pricing and exchange rate adjustment

    1. The price of a product is the price given to the Customer by ML in a written proposal and/or in the confirmation of order acceptance for processing.
    2. Prices are expressed in net values. Prices shall be increased by VAT calculated in accordance with the provisions of law applicable in that respect.
    3. The currency used for the sale of products is the currency stated in a written proposal or otherwise provided by ML in writing.
    4. The Customer shall make payments in the currency that was communicated to it in the proposal or in the invoice.

7. Time limit for payment

    1. The date of payment shall be specified in a proposal unless otherwise agreed between the parties in writing.
    2. ML shall be entitled to demand payment of statutory interest in the event of delay in payment.
    3. The submission of reservations, comments or complaints by the Customer and their consideration by ML shall not suspend the time limit for payment.

8. Complaint

    1. The Customer should immediately check the condition of products upon delivery.
    2. Quantitative complaints can be placed no later than within 3 business days of shipment receipt.
    3. The condition for considering a complaint is filing a complaint in writing, containing a description of the defect and photographs.
    4. If a complaint is accepted and acknowledged by ML, then ML in the first place reserves the right to deliver the missing products to the Customer as soon as practicable.
    5. The parties shall jointly modify the commercial warranty provisions in such a way that:
          a. ML shall be liable on account of commercial warranty if a physical defect is found within three months from the date of              product release to the Customer,
           b. commercial warranty claims shall be limited solely to the Customer’s claim for replacement of a defective product with a           defect-free one.
    6. The Customer shall, under pain of losing its rights under commercial warranty, verify the quality of the product and report potential defects within three months from the date of product release.

9. Compensation and contractual penalties

    1. ML shall not be liable for damage resulting from failure to meet a delivery deadline, loss of profit or indirect losses arising from failure to deliver the correct product on time.
    2. In particular, ML shall not be liable for damage caused by the withdrawal of a product from use and for consequential or indirect damage, including lost profits, caused by a defect in the product.
    3. ML shall be liable toward the Customer only for damage caused deliberately.
    4. The total aggregate liability of ML in connection with the sale of a product shall not exceed the price paid or payable for the product.

10. Force majeure

    1. The parties consider force majeure to be extraordinary circumstances of an external nature, impossible to predict, such as e.g. a war, a fire, accidents in transport, customs and border crossing difficulties, strikes, riots, etc.
    2. Circumstances beyond the control of the parties, regardless of whether they occur before or after the acceptance of an order for processing, entitle to extend the time limit for the completion of the order.

11. Applicable law

    1. Orders processed by ML are subject to Polish laws.
    2. A court having jurisdiction over the city of Gdańsk is the court competent for legal disputes.

12 Final provisions

    1. Unless otherwise agreed by the parties in writing, the option of the Customer setting off its receivables under an agreement concluded with ML against ML’s receivables and other
      receivables that the parties may have toward each other shall be ruled out.
    2. If any provision or provisions of these Terms and Conditions are invalid or
      unenforceable under Polish laws, it shall by no means affect the validity or enforceability of the remaining provisions contained in the Terms and Conditions.