1.Introduction

These General Terms and Conditions of Sale regulate the rules of cooperation and sale of products offered by Filzbee Sp. z o.o. Tax no PL 9731075313, hereinafter referred to as “Seller”, and their purpose is to define the rights and obligations of the Seller and Customers (buyers).

2 Scope of application

The GCS apply to all sales contracts concluded by the Seller, unless individual agreements between the Seller and the Customer provide otherwise.

3. customer profile of Filzbee sp. z o.o.

B2B Sales: Filzbee sp. z o.o. specializes in selling products and services aimed exclusively at business-to-business (B2B) customers. This means that all transactions, product offerings and services are available only to businesses, companies, organizations and enterprises, and not to individual consumers.

Verification of customer status: Before processing an order, the Vendor may require the Purchaser to provide documents confirming legal and business status, such as tax identification number (TIN), extract from the commercial register, or other documents confirming business activity.

Tailoring the offer to business needs: FilzBee’s offerings, including product range, additional services and terms of cooperation, are tailored to the specific needs and requirements of the business sector. The company provides professional advice and support in selecting the best solutions tailored to the buyer’s business profile.

Terms of cooperation: All terms and conditions of cooperation, including prices, lead times and payment terms, are determined individually, taking into account the specifics and business requirements of the Purchaser. filzBee is committed to conducting transparent and honest cooperation to build long-term business relationships.

Data protection and privacy: filzBee is committed to protecting the data of its business customers in accordance with applicable data protection and privacy laws. All business customer information is treated as confidential and used only for the purpose of order processing and business cooperation.

3 Prices, payments and advances

Price determination: The price of each product is determined individually based on the technical documentation and project specifications provided by the customer. All prices are in local currency and include applicable taxes unless otherwise noted.

Payment terms: Detailed terms of payment, including terms and forms of payment, are specified in the order confirmation. The seller reserves the right to require the customer to pay an advance before proceeding with the order.

Obligation to make a down payment: the payment of a down payment by the Customer is mandatory and is a prerequisite for confirming the date of execution of the order. The amount of the advance payment and the deadline for its payment are specified in the order confirmation. Failure to pay the down payment within the prescribed period may result in a delay in the execution of the order or its cancellation on the part of the Seller.

Confirmation of down payment: the Seller undertakes to confirm receipt of the down payment from the Customer within 3 working days from the date of payment. This confirmation is tantamount to accepting the order for execution and setting a final delivery date.

Final settlement: The remaining balance due, after deducting the down payment, is payable in accordance with the terms of the order confirmation, usually at the time the product is shipped to the customer or collected. The detailed terms of the final settlement, including any penalties for late payment, are specified in the sales contract.

4 Procurement and implementation of projects

Provision of technical documentation: The Customer shall provide the Vendor with complete and detailed technical documentation necessary for the project. This documentation must include all required specifications, drawings, color guidelines, materials and any other information necessary for the precise execution of the contract.

Documentation Approval: Before production begins, the technical documentation will be reviewed by the Vendor to ensure that it is complete and sufficiently detailed for the project. The customer is required to approve the final version of the documentation. After the customer approves the documentation, the Seller proceeds with the order.

No changes in documentation: Filzbee sp. z o.o., as a manufacturing company, does not make changes to the approved design documentation provided by the customer. Any changes to the project after approval of the documentation are possible only by mutual agreement between the parties and may incur additional costs and affect the order completion date.

Liability for errors in documentation: The customer assumes full responsibility for any errors, inaccuracies or omissions in the technical documentation provided. The vendor will not be responsible for any discrepancies in the final product resulting from incomplete or erroneous information contained in the project documentation.

Confirmation of receipt of documentation: Upon receipt of the technical documentation from the Customer, the Vendor will confirm its receipt and any comments or need to supplement the documentation within the specified timeframe. This is necessary to ensure that the production process runs smoothly.

5.Dimensional tolerance

General tolerance rules: All products offered by filzBee sp. z o.o. are manufactured to specific dimensional tolerances. Unless explicitly stated otherwise, assume that the standard tolerances and quality standards adopted by filzBee apply. Product dimensions are given in millimeters (mm).

Dimensions for special orders: Where the Purchaser provides its own plans and specifications, filzBee makes every effort to ensure that the products conform to these specifications. However, it is the responsibility of the Purchaser to design and install the items in accordance with the specifications provided.

Compliance with tolerance: A product is considered to conform to the order if its dimensions are within the specified tolerances. filzBee guarantees that these tolerances are adjusted to ensure product functionality and aesthetics, in accordance with the company’s normal standards.

Standards of finish and quality: The standards of finish, quality and appearance of filzBee products, unless otherwise specified in the contract or in writing, shall conform to the quality standards adopted by filzBee. These standards are designed to ensure high quality and customer satisfaction with the products received.

Communication in case of concerns: Purchasers are encouraged to contact filzBee with any questions or concerns regarding dimensional tolerances or product specifications. filzBee is committed to providing all necessary information and support to ensure full understanding and satisfaction with the products purchased.

6.Material Specification and Tolerances:

Natural variations in material: PET felt, as the main material used in our production, is characterized by natural variations in color and texture. These differences are a direct result of the material’s properties and the manufacturing process, and may be noticeable between different batches of material.

No responsibility for differences in color and texture: The seller is not responsible for any differences in color, shade or texture of the material that may occur between individual products and especially production batches. Such differences are considered natural and do not affect the overall quality and functionality of the product

Acceptance of material variations by the Customer: By placing an order, the customer accepts the possibility of minor color and structural variations, which cannot constitute grounds for a product complaint.

Selecting a color from a color chart: To ensure the highest consistency of color expectations, the vendor recommends selecting the product’s color directly from a color swatch, rather than from projected images on a computer screen or other device. This is a best practice to avoid discrepancies between the perception of color on the screen and the actual shade of the material.

7.Prototypes for special order projects

Filzbee sp. z o.o. strongly recommends prototyping for all special order projects. Acknowledging that a technical drawing or design may differ from the actual look and feel of the final product, prototyping is a key step in the design verification and approval process before full production begins.

Prototype pricing: each prototype is separately priced depending on the complexity of the project, the materials used and the manufacturing processes required. The buyer will be informed of the cost of making the prototype before production begins.

Prototype order: a buyer who wishes to exercise the prototype option is required to submit a formal order. Prototyping begins after the Purchaser accepts the cost estimate and pays the total amount for prototyping.

Prototype Approval: The prototype is intended to provide the Purchaser with the opportunity to evaluate aesthetics, dimensions, functionality and overall quality of workmanship before mass production begins. Approval of the prototype by the Purchaser is tantamount to acceptance of the design, which means that any further changes may incur additional costs and require a new prototype order.

Responsibility for the prototype decision: the purchaser bears full responsibility for the decision to abandon the prototype. In the event that a prototype is not made, filzBee shall not be liable for any differences between the Purchaser’s expectations and the actual product that could be detected and corrected at the prototyping stage.

8.Orders with UV printing

Differences in visual perception: The purchaser accepts that the graphic files displayed on the computer screen may differ from the final UV printing on the product due to differences in monitor calibration, lighting and the specifics of the UV printing process itself. Such differences may include, but are not limited to, color tones, saturation and detail.

Prototyping: In order to ensure the highest degree of satisfaction with the final product, filzBee recommends commissioning a prototype before going into full volume production. This prototype serves as a physical verification of the design, colors and location of the UV print and allows for possible adjustments. Details of the prototypes can be found in Section 8 of this document.

10.Responsibility for the copyright of the submitted documentation and projects

Filzbee sp. z o.o. shall not be responsible for the verification of copyrights, intellectual property rights or other rights related to the documentation, designs or specifications provided by the Purchaser for the execution of the order. Acceptance of an order does not constitute verification or acceptance of the copyright status of the submitted documentation or projects.

Responsibility of Purchaser: The Purchaser shall be fully responsible for ensuring that the materials provided to filzBee for the fulfillment of the order, including any designs, drawings, and specifications, do not violate copyrights, intellectual property rights, or other rights of third parties. Purchaser agrees to indemnify filzBee from any and all liability in the event of claims by third parties relating to infringement of such rights.

Consent to use of designs: By submitting designs, documentation or specifications, the Purchaser consents to their use by filzBee for the sole purpose of fulfilling the order. Any other use of the submitted materials requires an additional written agreement between filzBee and the Purchaser.

Protection of data and materials: filzBee undertakes to protect the transmitted materials to the extent necessary for the execution of the order and not to make them available to third parties without the express consent of the Purchaser, except as required by the production process or under applicable law.

Information on potential infringement: If filzBee is informed of potential infringement of third-party rights by materials provided by the Purchaser, the Vendor reserves the right to withhold the order until the situation is clarified. This withholding of the order does not relieve the Purchaser from paying the order in full. The buyer is obliged to pay the full amount of the order, even if the implementation is stopped for the reasons described above. In the event that the Purchaser is unable to resolve the situation related to potential infringement of third party rights in a manner that allows for the continuation and completion of the order, any funds paid by the Purchaser may be retained by filzBee as partial coverage of costs incurred up to the point of suspension of the project.

11.Delivery

Delivery performance: product deliveries are carried out by filzBee sp. Ltd. through third-party transportation companies. The seller does not carry out independent deliveries, and the choice of courier or transport company is made taking into account the best offer in terms of cost and delivery time.

Carrier Selection: The vendor selects the carrier based on experience, reliability and the range of services offered, aiming to provide the customer with the highest possible standard of delivery. The customer has the right to propose the use of a particular carrier, provided that any additional costs associated with this are covered.

Delivery costs: All costs associated with the delivery of products shall be borne by the customer, unless otherwise agreed by the contracting parties. Details of delivery costs are determined at the time of order confirmation and may depend on the size, weight of the shipment and distance to the delivery location.

Delivery date: The estimated delivery date is provided to the customer at the time of order confirmation. However, it should be noted that these dates are approximate and may change due to external factors such as road conditions, carrier delays or other unforeseen circumstances.

Receipt of shipment: The customer is obliged to check the condition of the shipment at the time of delivery in the presence of the courier. If damage or shortages are found, a damage report should be made in the presence of the courier and the Seller should be notified immediately.

Reporting of damage in transit: Any complaints regarding damage caused in transit must be reported by the Customer to the Seller within 7 days of receipt of the shipment. Failure to do so may result in rejection of the claim.

12.Verification of conformity of goods with the order

Upon receipt of the goods, the customer is obliged to check the conformity of the goods with the order and the completeness of the delivery within 7 days. During this time, the customer should carefully check whether the products received meet the specifications of the order, whether they have no physical defects, and whether the order is complete.

Deadline for reporting discrepancies or deficiencies: the Customer shall report any discrepancies, order deficiencies or product defects found to the Seller within the aforementioned period of 7 days from the date of receipt of the shipment. The notification should be made in writing or by other means of electronic communication that allow documentation of the notification.

Consequences of failure to report in time: Any possible non-conformities, delivery shortages or product defects that are not reported to the Seller within the required 7-day period will not be considered. After the expiration of this period, the Customer shall be deemed to have accepted the goods without reservations, and the Seller shall be released from liability for any discrepancies, deficiencies or defects that were not reported within the required period.

Exception for assembled or used goods: Notification of nonconformities, delivery deficiencies or product defects within the required period of 7 working days does not include the situation in which the goods have already been assembled, used or used in any way, so that they cannot be restored to their original condition. If the products have been installed or used before reporting any discrepancies, deficiencies or defects, the Seller may refuse to accept the claim on the basis of the Customer’s failure to follow the procedure for reporting and verifying the goods before use.

Responsibility for use of goods before verification: The customer bears full responsibility for the decision to assemble, use or utilize the goods before carefully verifying compliance with the order and determining that the goods are complete and free of defects. Use of the goods before reporting any discrepancies, deficiencies or defects and without attempting to restore them to their original condition prevents the successful assertion of any claims related to the quality of the delivered products.

Recommendations to the Customer: It is recommended that the Customer, before installing or using the products, carefully check the compliance of the delivery with the order, including the specification of the products, their quantity and technical condition, in order to avoid situations that could affect the right to claim. In case of discrepancies, deficiencies or defects, the Customer should immediately, in accordance with the established time limit, report these issues to the Seller, without taking action that could change the condition of the product.

13.Proceedings in case of non-compliance of the order with the delivery

Notification of nonconformities: In the event that the Purchaser finds a discrepancy between the order and the delivery, regardless of the nature of the discrepancy (shortages in the delivery, incorrect products, product defects), the Purchaser shall immediately, but no later than within the required 7 days from the date of receipt of the delivery, report the discrepancy to the Seller. The notification should be made in writing or by means of electronic communication, allowing documentation of the notification.

Documentation of non-conformity: In the non-conformity report, the Purchaser should include appropriate documentation, such as photos of damage, a list of missing products, or other evidence of the non-conformity found. A detailed description of the problem and an indication of how the delivery differs from the order will help to resolve the matter quickly.

Withholding use of products: The purchaser should refrain from installation, use or any use of the products that are the subject of the complaint until the Seller has resolved the matter. Use or change in the condition of the products may affect the claims process.

Vendor’s evaluation and consideration of the application: The Vendor undertakes to evaluate the application and take appropriate measures to resolve the identified non-compliance. This may include the replacement of products with products conforming to the order, the delivery of missing products, the repair of defective products, or any other form of redress as agreed between the Parties.

Deadline for processing the complaint: The vendor will make every effort to process the notification of nonconformity as soon as possible, but no later than within 14 working days from the date of receipt of the notification with complete documentation.

Communication with the Customer: The Vendor undertakes to communicate with the Customer on an ongoing basis during the complaint handling process, informing of the progress and final resolution of the case.

14.Delays in delivery

Estimated shipping date: The vendor will specify in the order confirmation the estimated shipping date of the products, which is the best and fastest estimate possible at the time of order confirmation. This date is provided for informational purposes and is subject to change for reasons beyond the Seller’s control.

No guarantee on dates: The Seller does not guarantee specific shipping dates and is not responsible for delays in delivery, unless the parties agree otherwise in writing, through a separately signed document in which the Seller agrees to make delivery within a strict, binding time limit.

Exceptional circumstances: The Seller shall not be liable for delays or failures in the fulfillment of an order that are due to acts of God or other causes beyond the Seller’s control, such as acts of governmental authorities, riots, wars, acts of vandalism, strikes, delays in transportation, difficulties with the availability of materials, fires, floods or other natural disasters.

Allocation of goods: In the event of delays or shortages in deliveries, the Seller reserves the right to allocate available goods among Buyers in the manner it deems most appropriate, without being responsible for any resulting changes in the performance of individual orders.

Communication with the Buyer: The Seller undertakes to inform the Buyer of any known delays in delivery as soon as possible and to take measures to minimize delays and their consequences.

Compensation: the Seller shall not be obliged to pay compensation for loss or damage resulting from delays in delivery, unless the delay is due to an express breach of the Seller’s obligations set forth in a written agreement between the parties.

15. storage and deferred delivery

Storage Policy: In the event that the Purchaser requests postponement of delivery of the products beyond the scheduled shipment date, which is after the commencement of production of the goods or when filzBee is ready to make the shipment, the Seller may move the products to the warehouse for the account and risk of the Purchaser.

Storage costs: All costs associated with the storage of the products, including storage fees, insurance and any additional costs, shall be borne by the Buyer. Before transferring the products to the warehouse, the Seller is obliged to inform the Buyer of the expected storage costs.

Consideration as delivery: The transfer of products to the warehouse at the request of the Buyer will be considered as a completed delivery. Accordingly, filzBee is entitled to invoice the order and demand payment of the full amount due for the products, regardless of the physical delivery of the goods to the location indicated By the buyer.

Responsibility for stored goods: Once the products are transferred to the warehouse, the risk of loss or damage to the products passes to the Buyer. The Seller undertakes to provide appropriate storage conditions in accordance with the nature and requirements of the products, but reserves the right to charge the Buyer for the costs associated with such storage.

Storage Period: Seller and Buyer shall agree in writing on a maximum storage period. After the expiration of this period, if the Buyer fails to take delivery of the ordered products, the Seller may take appropriate measures, including the sale of the products to cover the cost of storage, with prior notification to the Buyer of the planned measures.

Receipt of products: The Buyer agrees to pick up the products from the warehouse on the agreed date after the end of the storage period or earlier by arrangement with the Seller. Receipt of products is possible after payment of all storage charges and full payment for the order.

16.Blocking of supplies due to payment arrears

Right to block deliveries: In the event that the Purchaser is in arrears in the payment of any amount due to filzBee, or the Purchaser’s financial condition becomes unsatisfactory from filzBee’s perspective, the Vendor shall have the right, at its sole discretion and upon prior notice to the Purchaser, to postpone or withhold the shipment of any goods until the outstanding amounts due are paid in full.

Assessment of the Purchaser’s financial situation: filzBee reserves the right to conduct an assessment of the Purchaser’s creditworthiness or to require additional payment security before the order is executed or production continues.

Blocking Notification: The purchaser will be notified of any action taken by filzBee in connection with the postponement or withholding of delivery, including the reasons for such action and the requirements necessary to resume delivery of the order.

Consequences of late payment: In the event of payment arrears, filzBee may also require the Purchaser to pay any additional costs that may result from late payment, including late payment interest, storage costs for retained goods, and other charges related to the maintenance of the order.

Resumption of order processing: Order processing will be resumed immediately after the Purchaser has paid all outstanding payments plus any additional costs. The vendor will take all necessary steps to ensure the continuation of production and delivery as soon as possible after receipt of full payment.

17. restrictions related to fire and building regulations

Product Application: Products offered by filzBee sp. z o.o. are designed and manufactured to meet high quality and aesthetic standards. However, all products may be restricted by local fire and building codes that govern their use in specific applications and locations.

Responsibility for Application: The purchaser is solely responsible for ensuring that products purchased from filzBee are applied in accordance with applicable local, regional or national fire and building codes. This includes responsibility for checking and complying with all fire safety requirements, material classifications, installation restrictions and other site-specific regulations for the products.

Differences in regulations: Because codes and regulations can vary significantly from region to region, the purchaser is required to make the necessary consultations with local building authorities or other relevant institutions to ensure that the products purchased meet all local requirements.

Support from the Vendor: filzBee sp. z o.o. is committed to providing purchasers with all available information on fire classification and other technical characteristics of products that may be required to meet local regulations. However, the decision to use the product in a particular location and how to install it rests with the buyer

Indemnification: The seller shall not be liable for any damage or loss resulting from the buyer’s failure to comply with local fire and building codes. The Purchaser shall indemnify the Seller from any liability if the products are not used in accordance with the applicable requirements or if their use leads to a violation of regulations.

18. chargebacks and additional costs

No reimbursement for expedited shipping: filzBee is not responsible for reimbursement of costs incurred by the Buyer in connection with attempts to expedite the delivery process of the goods beyond the standard service offering. A buyer who decides to use outside services to expedite delivery does so at its own risk and expense.

No acceptance of third-party repair fees: filzBee does not accept any fees or reimbursement for repairs performed by third parties without prior written agreement with filzBee. All product repairs should be performed by authorized service centers or by arrangement with filzBee to ensure compliance with warranty requirements and to maintain a high standard of service.

Procedure for reporting damages and repairs: In the event of damage or the need to repair the product, the Purchaser shall immediately contact the Seller to report the problem and obtain further instructions. The vendor provides guidance on possible repair steps and, if possible, offers support in arranging repairs.

Liability for unauthorized repairs: A purchaser who chooses to have the product repaired by an unauthorized third party without prior arrangement with filzBee does so at his/her own risk. filzBee does not guarantee the preservation of product properties after such repairs and further warranty claims may be affected.

19. withdrawal from the contract

Special orders: For special-order orders, i.e. orders that are manufactured to the Purchaser’s individual specifications or are otherwise personalized, there is no withdrawal once the official order has been sent and confirmed by the Seller. The fulfillment of such an order involves an individual design and specification, which means that the product cannot be easily returned or resold to another customer without incurring losses.

Confirmation of special order: The buyer is required to carefully consider and confirm all details of the special order before placing it. Once the Seller confirms the order and proceeds with its execution, the customer cannot withdraw from the contract without incurring financial consequences related to the start of production.

20 Final provisions

Disputes arising from the implementation of sales contracts will be settled by the court having jurisdiction over the Seller’s registered office.

The Seller reserves the right to amend the GTS. Amendments shall become effective on the date of their publication on the Seller’s website.