General Terms and Conditions of B2B Cooperation and Sales – XL Media
Version: 12.05.2025
§ 1. General provisions and scope of application
1. These General Terms and Conditions of Cooperation and Sales, hereinafter referred to as the “Terms and Conditions”, govern agreements concluded and performed between:
XL Media Piotr Kalita
ul. Poli Gojawiczyńskiej 22
93-253 Łódź, Poland
VAT ID: PL7282530059
REGON: 100068437
hereinafter referred to as “XL Media”, and entities purchasing goods or services in connection with their business or professional activity, hereinafter referred to as the “Customer”.
2. These Terms and Conditions apply exclusively to entrepreneurs and professional entities (B2B).
3. These Terms and Conditions do not apply to consumers or, to the extent resulting from mandatory provisions of law, to natural persons concluding an agreement directly related to their business activity where the agreement is not of a professional nature for such persons.
4. These Terms and Conditions apply to the sale of goods and to printing, processing, finishing, cutting, milling, laminating, graphic preparation and other services provided by XL Media.
5. Individual arrangements confirmed by XL Media in documentary form shall take precedence over these Terms and Conditions.
6. The Customer’s purchasing terms, regulations or other standard contractual terms shall not apply unless expressly accepted by XL Media in documentary form.
§ 2. Conclusion of agreements and placement of orders
1. Orders may be placed through the XL Media online store, by email or by another method accepted by XL Media.
2. Information concerning products, prices, lead times and availability provided on the website, in price lists or commercial materials shall not constitute a binding offer unless expressly stated otherwise.
3. An agreement is concluded when XL Media confirms that the order has been accepted for processing.
4. An automatically generated acknowledgement of receipt of an order does not constitute acceptance of the order unless expressly stated otherwise.
5. XL Media may make commencement of the order conditional upon:
a) receipt of correct production files,
b) receipt of all necessary technical information,
c) approval by the Customer of a design or visualisation,
d) receipt of an advance payment or full payment where required.
6. The production lead time begins only after all conditions required to start production have been fulfilled.
7. Any amendment to an order after it has been accepted requires XL Media’s approval and may result in changes to the price and production schedule.
8. Once production has started, the Customer may not unilaterally cancel the order.
9. If XL Media agrees to cancellation after production has commenced, the Customer shall bear the cost of work already carried out, materials used or ordered and any other costs incurred in connection with the order.
10. Goods manufactured according to the Customer’s individual specification are produced specifically for that Customer and, as a rule, are not suitable for resale.
§ 3. Files and data provided by the Customer
1. The Customer is responsible for the substantive and technical correctness of files supplied to XL Media.
2. Unless otherwise agreed, XL Media is not obliged to check files for:
a) spelling or language errors,
b) telephone numbers, addresses or other data,
c) consistency of the content with the Customer’s intentions,
d) graphic resolution,
e) image quality,
f) correct use of fonts,
g) bleed and safety margins,
h) colour settings,
i) dimensions or scale,
j) compliance of the design with applicable law.
3. XL Media may carry out automated or basic technical checks, but such checks do not mean that XL Media assumes responsibility for the correctness of the files.
4. If XL Media informs the Customer of an identified error, production may be suspended until corrected data are received or the Customer expressly approves production despite the identified issue.
5. Where the Customer approves a design, proof, visualisation, preview file or other material submitted for approval, subsequent claims concerning elements visible in the approved material shall be excluded.
6. XL Media is not obliged to archive files supplied by the Customer. The Customer is responsible for maintaining its own copies.
7. XL Media may delete production files after completion of the order without prior notice.
§ 4. Colours and print quality
1. Colours displayed on monitors, telephones or other electronic devices do not constitute binding colour references.
2. Prints produced on office printers or other devices used by the Customer likewise do not constitute binding colour references.
3. Accurate colour matching may only be agreed on the basis of an approved colour sample, proof or another method expressly agreed with XL Media before production begins.
4. Identification of a colour by PANTONE, RAL, CMYK, RGB or another colour system does not automatically guarantee identical reproduction on every substrate or with every printing technology.
5. Colour appearance may be affected in particular by:
a) printing technology,
b) type and colour of substrate,
c) material structure,
d) lamination,
e) lighting conditions,
f) type of ink used,
g) differences between material batches.
6. Minor colour differences between production runs performed at different times, on different machines or using different batches of material, where such differences fall within normal technological tolerances, shall not constitute a defect.
7. If maintaining identical colours across repeat production runs is particularly important to the Customer, this must be communicated to XL Media before the order is placed.
§ 5. Materials, dimensions and production tolerances
1. Printing production, large-format printing and material processing are subject to normal technological tolerances.
2. Minor deviations concerning in particular:
a) product dimensions,
b) cutting position,
c) position of the printed graphic,
d) position of eyelets, pockets, keder, welds or other finishing elements,
e) material shade,
f) material thickness,
g) material structure,
h) characteristics of flexible materials,
shall not constitute a defect where they fall within the tolerances applicable to the relevant technology and do not prevent normal use of the product for its intended purpose.
3. Where detailed tolerances for a particular product are specified on the product page, in an offer, technical specification or order confirmation, those tolerances shall take precedence.
4. If the Customer requires a specific tolerance, this must be agreed with XL Media before the order is placed.
5. If the order specifies material only by its properties or product category, XL Media may use material from another manufacturer with comparable or better technical parameters.
6. Where a particular brand, manufacturer or exact material reference is specified as an essential requirement, any change requires the Customer’s approval.
§ 6. Materials supplied by the Customer
1. Where production is carried out using material supplied by the Customer, the Customer is responsible for its suitability for the selected production technology.
2. XL Media may refuse production if there is a justified risk of damage to the material, incorrect printing or damage to production equipment.
3. The Customer acknowledges that printing, cutting, laminating, milling and other production processes may generate reasonable technological waste.
4. XL Media shall not be liable for results arising from the properties, defects, age, storage conditions or unsuitability of material supplied by the Customer.
5. If material supplied by the Customer proves unsuitable during production, XL Media may stop production and charge the Customer for work carried out up to that point.
§ 7. Prices and payment
1. All prices quoted to business Customers are net prices unless expressly stated otherwise.
2. VAT shall be added in accordance with applicable law.
3. Transport costs, special packaging, pallets, crates, insurance and other additional services are not included in the product price unless otherwise stated in the offer or order confirmation.
4. Payment terms and due dates shall be specified in the invoice, offer or order confirmation.
5. XL Media may require full prepayment or an advance payment before production begins.
6. In the event of late payment, XL Media may:
a) charge statutory interest applicable to commercial transactions,
b) claim applicable debt recovery costs,
c) suspend subsequent orders,
d) withhold release or dispatch of completed goods,
e) require prepayment for future orders.
7. If justified doubts arise regarding the Customer’s solvency after conclusion of the agreement, XL Media may make further performance conditional upon appropriate security or advance payment.
8. Goods remain the property of XL Media until the full price has been paid, unless mandatory provisions of law provide otherwise.
9. In the case of an intra-Community supply, the Customer is responsible for providing a valid EU VAT number and all information required to apply the appropriate tax treatment.
10. If the conditions for the relevant VAT treatment are not fulfilled due to circumstances attributable to the Customer, XL Media may charge the applicable VAT.
§ 8. Production and delivery times
1. The production lead time starts only after receipt of:
a) a complete order,
b) correct production files,
c) all required approvals,
d) any required payment.
2. The stated production lead time refers to the time by which the order is prepared for dispatch or collection unless expressly agreed otherwise.
3. The dispatch date is not the same as the carrier’s delivery date.
4. Transit times quoted by carriers are indicative only.
5. XL Media shall not be liable for delays caused by the carrier after the shipment has been correctly handed over for transport.
6. A delivery date shall only be considered guaranteed if XL Media expressly confirms it in documentary form as a guaranteed delivery date.
7. Changes to the order, delays in supplying information or files, or the need to correct those files shall result in an appropriate extension of the production lead time.
8. XL Media may make partial deliveries where this does not cause substantial inconvenience to the Customer.
§ 9. Collection, dispatch and transfer of risk
1. Unless otherwise agreed, the place of performance by XL Media shall be the XL Media production facility in Łódź, Poland.
2. In the case of personal collection, the risk of accidental loss of or damage to the goods passes to the Customer when the goods are handed over to the Customer or a person acting on its behalf.
3. Where goods are shipped to the Customer, the risk of accidental loss of or damage to the goods passes to the Customer when the shipment is handed over to the first carrier.
4. The above rule shall also apply where:
a) the carrier is selected by XL Media,
b) transport is ordered by XL Media,
c) XL Media appears towards the carrier as sender or contracting party,
d) transport costs are invoiced by XL Media.
5. Organisation of transport by XL Media constitutes an additional service and does not in itself mean that XL Media assumes transport risk.
6. Different rules concerning transfer of risk shall apply only where expressly agreed by the parties, in particular by reference to an applicable Incoterms rule or clear written confirmation by XL Media.
7. The standard method of packaging shall be selected by XL Media having regard to the type of product and customary method of transport.
8. Products may be shipped rolled, folded, in parcels, cartons or on pallets depending on their type and dimensions.
9. If the Customer requires non-standard packaging or additional protection, this must be agreed before the order is accepted. Additional packaging may be charged separately.
§ 10. Damage occurring during transport
1. The Customer or any person receiving the shipment on its behalf is obliged to inspect the condition of the shipment on delivery to the extent possible without opening the packaging.
2. In the event of visible damage to packaging, pallets, tubes, cartons or the shipment itself, the Customer should, before accepting the shipment without reservation:
a) report the damage to the courier or carrier,
b) make an appropriate reservation on the proof of delivery where possible,
c) request that a damage report be prepared,
d) take photographs of the damaged packaging and goods,
e) retain the packaging until the claims procedure has been completed.
3. If the driver or courier refuses to prepare a damage report or accept a reservation, the Customer should document this fact and immediately notify XL Media and the carrier.
4. Transport damage which could not reasonably have been identified upon delivery must be reported immediately after discovery, subject to any applicable statutory time limits.
5. In particular, where a statutory seven-day period applies for reporting concealed damage or requesting formal inspection of the shipment, the Customer is obliged to comply with that period.
6. Acceptance of a shipment without reservation may result in loss of claims against the carrier or may materially hinder proof that the damage occurred during carriage.
7. If the Customer or recipient fails, through its own fault, to take the measures necessary to preserve claims against the carrier and this makes recovery of compensation impossible or materially more difficult, the resulting adverse consequences shall be borne by the Customer unless XL Media is liable on another legal basis.
8. Where the contract of carriage was concluded by XL Media and, for that reason, the formal claim against the carrier must be lodged by XL Media, XL Media shall conduct the claims procedure after receiving the required information and documentation from the Customer.
9. The Customer shall provide XL Media in particular with:
a) the order or invoice number,
b) the shipment number,
c) the damage report, if one has been prepared,
d) photographs of the shipment and packaging,
e) a description of the damage,
f) information concerning the quantity of damaged goods,
g) any other documents required by the carrier.
10. XL Media does not guarantee that the carrier will accept the claim or pay compensation in any particular amount.
11. If transport risk has passed to the Customer pursuant to § 9 and XL Media obtains compensation from the carrier for loss of or damage to the goods, XL Media shall pass on or credit the compensation to the Customer to the extent corresponding to the Customer’s loss.
12. Until the transport claim has been resolved, XL Media shall not be obliged to provide replacement production free of charge where XL Media is not responsible for the cause of the damage.
13. If the Customer requires replacement goods before the carrier’s claims procedure has been completed, the Customer may place a new paid order.
14. If compensation is subsequently obtained from the carrier, XL Media shall make the appropriate settlement with the Customer in accordance with paragraph 11.
§ 11. Inspection of goods and production-related complaints
1. The Customer is obliged to inspect the goods immediately after receipt in the manner customary for goods of the relevant type.
2. Visible production defects, incorrect quantities, incorrect products or other discrepancies reasonably identifiable during ordinary inspection must be reported to XL Media without undue delay after discovery.
3. Defects which could not reasonably have been detected upon receipt must be reported without undue delay after discovery.
4. A complaint should contain:
a) the order or invoice number,
b) a precise description of the defect,
c) the quantity of goods affected,
d) photographs where possible,
e) any other information required to assess the complaint.
5. The Customer should not destroy or dispose of goods subject to complaint before completion of the claims procedure without XL Media’s consent.
6. XL Media may require a sample, part of the product or the entire product to be returned where necessary to determine the cause of the defect.
7. The following shall not be considered defects:
a) characteristics resulting from production technology,
b) deviations falling within permitted production tolerances,
c) colour differences described in these Terms and Conditions,
d) errors resulting from files supplied or approved by the Customer,
e) damage occurring after risk has passed to the Customer,
f) damage resulting from incorrect installation, use, storage or transport by the Customer.
8. In the case of a justified complaint, XL Media shall in the first instance be entitled, at its discretion, to:
a) rectify the defect,
b) reproduce the defective part of the order,
c) reproduce the product.
9. If rectification or reproduction is impossible, disproportionate or unsuccessful, the parties may agree on an appropriate price reduction.
10. Termination or withdrawal from the agreement due to a defect shall only be possible in the case of a material defect and after XL Media has been given an appropriate opportunity to remedy the non-conformity, unless mandatory law provides otherwise.
11. To the extent permitted by law, XL Media’s statutory warranty liability is limited to 12 months from the date the goods are handed over.
12. The above limitation shall not apply in the case of fraudulent concealment of a defect or where limitation is otherwise prohibited by law.
13. Goods manufactured according to the Customer’s individual specification may not be returned merely because the Customer has changed its mind or no longer requires the ordered product.
§ 12. Liability of XL Media
1. XL Media shall be liable for damage which is the direct consequence of non-performance or improper performance of the agreement for reasons attributable to XL Media.
2. To the extent permitted by law, XL Media shall not be liable for:
a) loss of profit,
b) loss of contracts or orders,
c) business interruption,
d) loss of revenue,
e) indirect or consequential losses,
f) contractual penalties imposed on the Customer by its own contractors,
g) claims by the Customer’s end customers,
h) costs of advertising campaigns, installation, removal or work performed by third parties,
unless XL Media expressly accepted responsibility for such risks before conclusion of the agreement.
3. Unless the damage was caused intentionally or as a result of gross negligence, XL Media’s total liability in connection with one order shall be limited to the net value of that order.
4. Limitations of liability shall not apply to the extent that exclusion or limitation is prohibited by mandatory law.
5. XL Media shall not be liable for delays, losses or damage resulting from acts or omissions of the Customer, its employees, subcontractors or end customers.
6. XL Media shall not be liable for the suitability of a product for an unusual or specific application unless such application was communicated to XL Media before the order was accepted.
7. The Customer is responsible for verifying whether the ordered product meets any legal, technical, fire safety, construction or industry requirements applicable to the intended use unless compliance with such requirements was expressly included in the order.
§ 13. Copyright and third-party rights
1. The Customer represents that it holds all rights or permissions necessary to enable XL Media to use all materials supplied for the purpose of performing the order.
2. This applies in particular to:
a) photographs,
b) graphics,
c) trademarks,
d) logos,
e) texts,
f) images of persons,
g) designs and other works.
3. The Customer shall be responsible for any infringement of third-party rights resulting from use of materials supplied by the Customer.
4. If a third party brings a claim against XL Media resulting from the use of such materials, the Customer shall, to the extent permitted by applicable law, indemnify XL Media against justified costs and claims arising from such infringement.
5. XL Media may refuse to process an order if its content is unlawful or if there are reasonable grounds to suspect infringement of third-party rights.
6. Designs, graphic elements, templates, production files, profiles, cutting paths and other materials independently created by XL Media remain the intellectual property of XL Media unless the parties expressly agree otherwise.
7. Payment for printed goods does not automatically include acquisition of rights to editable source files or production files created by XL Media.
§ 14. Collection and storage of completed goods
1. The Customer is obliged to collect completed goods within the agreed period.
2. If collection or dispatch is delayed for reasons attributable to the Customer, the risk of loss of or damage to the completed goods passes to the Customer when the goods are ready for collection.
3. XL Media may charge storage fees if the Customer fails to collect the goods within the agreed period.
4. In the case of prolonged failure to collect the goods, XL Media may, after calling upon the Customer to collect them and allowing an appropriate additional period, take further measures permitted by applicable law.
§ 15. Force majeure and circumstances beyond XL Media’s control
1. XL Media shall not be liable for failure to perform or delay in performing its obligations where this results from circumstances beyond XL Media’s reasonable control.
2. Such circumstances may include in particular:
a) fire, flood or other natural disasters,
b) war, riots or governmental actions,
c) strikes and transport disruptions,
d) prolonged power or telecommunications failures,
e) cyberattacks materially affecting operations,
f) administrative or customs restrictions,
g) sudden disruptions in the supply of key raw materials,
h) other comparable events which could not reasonably have been foreseen or avoided despite due care.
3. XL Media shall inform the Customer of the occurrence of such circumstances and their expected impact on the order.
4. The production lead time shall be extended by the duration of the disruption and by the reasonable time required to resume normal production.
§ 16. Personal data and communications
1. Personal data relating to orders shall be processed in accordance with applicable data protection laws and XL Media’s privacy policy.
2. The Customer is obliged to provide XL Media with up-to-date contact details.
3. Correspondence sent to the email address indicated by the Customer shall be deemed properly addressed to the Customer.
4. The Customer shall be responsible for actions of persons using its account or company email address to the extent that XL Media could reasonably consider such persons authorised to act on behalf of the Customer.
§ 17. Governing law and jurisdiction
1. All agreements concluded with XL Media under these Terms and Conditions shall be governed by the laws of the Republic of Poland.
2. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is excluded.
3. To the extent legally permissible, the court having jurisdiction over XL Media’s registered place of business in Łódź, Poland shall have jurisdiction over disputes arising out of or in connection with agreements concluded under these Terms and Conditions.
4. Before commencing court proceedings, the parties should attempt to resolve the dispute amicably.
§ 18. Final provisions
1. The Customer shall be given an opportunity to review these Terms and Conditions before conclusion of the agreement.
2. Placing an order after the Terms and Conditions have been made available constitutes acceptance of them.
3. The current version of the Terms and Conditions is available on the XL Media website.
4. The version made available to the Customer at the time the agreement is concluded shall apply to the relevant order.
5. Amendments to these Terms and Conditions shall not affect agreements already concluded unless otherwise agreed by the parties.
6. If any provision of these Terms and Conditions proves invalid or unenforceable, the remaining provisions shall remain valid.
7. In matters not regulated by these Terms and Conditions, the relevant provisions of Polish law shall apply.
XL Media Piotr Kalita
ul. Poli Gojawiczyńskiej 22
93-253 Łódź, Poland
VAT ID: PL7282530059
REGON: 100068437