INTRODUCTION

These Terms and Conditions constitute a standard form of contract within the meaning of Article 384 §1 of the Polish Civil Code of 23 April 1964 (Journal of Laws 1964 No. 16, item 93, as amended; hereinafter referred to as the "Civil Code"). They govern the principles of cooperation between Lynka Sp. z o.o., with its registered office at ul. Majdzika 16, 32-050 Skawina, Poland, VAT ID (NIP): PL6770067612 National Business Registry Number (REGON): 350558082, entered into the Register of Entrepreneurs maintained by the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register (KRS), under number KRS: 0000139929, with a fully paid share capital of PLN 4,909,000.00, BANK ACCOUNT: EUR PL92 1050 1445 1000 0090 3088 2592, hereinafter referred to as the “Seller”, and a party placing an order, hereinafter referred to as the “Customer”, within the online store operated at lynka.eu, using the e-mail address: europe@lynka.eu.

The Seller does not conduct consumer sales. The buyer may only be (i) a natural person conducting business activity and placing an order directly related to their trade or profession, (ii) a legal person, or (iii) an organizational unit without legal personality, hereinafter collectively referred to as the "Customer". Therefore, these Terms and Conditions do not apply to consumers within the meaning of Article 221 of the Civil Code.

Article 221 of the Civil Code: A consumer shall mean a natural person who performs with an entrepreneur a legal act not directly related to their business or professional activity.

These Terms and Conditions are made available free of charge via the website lynka.eu, allowing Customers to review their contents prior to concluding a contract. The Terms are also available in PDF format for download, storage, and printing.

These Terms and Conditions specify, in particular:
a. The types, scope, and conditions of electronic services provided by the Seller, including technical requirements necessary to interact with the Seller’s IT system and information regarding the prohibition of unlawful content submission by users;
b. The terms and procedures for concluding and terminating contracts for the provision of such services;
c. The procedure for filing complaints.

Contact with the Seller is possible via:

• e-mail: europe@lynka.eu
• phone: +48 12 293 80 00 (charged according to the operator’s standard tariff)
• mail: Lynka Sp. z o.o., ul. Majdzika 16, 32-050 Skawina, Poland

§1 ORDERS

The prices presented on the website shall be treated as an invitation to make an offer and not as a binding commercial offer within the meaning of Article 66 of the Polish Civil Code. The product catalog is for informational purposes only.

1.1 Orders may be placed 24/7 via the online store at www.lynka.eu/en, but in order to be processed, each order must be submitted in writing using the official Lynka order form. The form must include the company’s full name, EUR VAT number (if applicable), full address, telephone and fax numbers, names of contact persons for The Customer, VAT, and the company seal signed with a legible signature of the person placing an order. Signing the Terms and Conditions and the order form authorizes LYNKA to issue the VAT invoice without the signature of the Customer.

1.2 Each order is subject to written confirmation by the Lynka Head Office. Confirmation will be provided within 72 hours of order receipt.

1.3 Blank Goods:

• For unprinted goods in our warehouse, delivery time is 24-48 hours.
• For unprinted goods not in our warehouse, delivery time varies from 5 to 10 days.

Printed Goods:

• Depending on stock availability and printing capacity, delivery time varies from 5 to 10 days.

1.4. The Customer must be authorized to represent the company. If the name of the person representing the company does not appear in the documents mentioned in item 1.x a separate authorization must be sent for the Customer, signed by the person authorized to represent the company. 

1.5. Placing an order with Lynka for the first time, the Customer is obliged to send an updated form of entry into the EU VAT No. Registration Certification (if applicable). 

1.6. The Customer has outstanding payments due, LYNKA reserves the right to refuse the next order until the outstanding payments are settled. 

1.7. Goods purchased by The Customer remain in the possession of Lynka until all payments for the goods are settled.

1.8. After an order signed and sent, it cannot be anulled / cancelled without strict written approval by Lynka. In many cases, Lynka purchases the product on the client behalf shortly after the order is placed, rendering it impossible to annul the order.

1.9. By submitting an order, the Customer confirms that they have read and accepted Lynka’s Terms and Conditions.

1.10. To place orders electronically, the Customer’s IT system must meet the following minimum technical requirements:

• Operating system: Windows, Linux (with graphical console), or macOS;
• Processor: 1 GHz;
• RAM: 1 GB;
• Hard drive: 8 GB of free space;
• Graphics card: 256 MB memory with 1024×768 resolution support;
• Control devices: keyboard and mouse;
• Optional: headphones;
• Internet connection: minimum download 512 kbit/s, upload 128 kbit/s;
• Browser with JavaScript enabled: Internet Explorer (v.7 or later), Google Chrome (v.13 or later), Mozilla Firefox (v.10 or later).

1.11. It is strictly prohibited to provide any unlawful content via the website or in communication with Lynka.

1.12. The Seller reserves the right to:
a) withdraw specific products from the online store offer (this does not apply to already confirmed orders),
b) add new products to the online store offer,
c) initiate or terminate promotional campaigns or clearance sales (this does not apply to already confirmed orders within such campaigns or sales).

1.13 By signing the Terms and Conditions and submitting the order form, the Customer authorizes Lynka to issue VAT invoices without the Customer’s signature.

1.14 Until full payment has been received, the Customer shall:

• Not pledge the goods or assign any rights in them to third parties.
• Maintain adequate insurance on the goods and, upon request, assign the insurance claim to Lynka.

Lynka shall be entitled to repossess the goods if the Customer fails to meet any obligation under the contract.

§2 PAYMENTS

2.1 Payments for goods may be made by wire transfer, in cash (if agreed), or via external electronic payment systems including payment card or imoje online transfer system operated by ING Bank Śląski S.A.

2.2 After the third completed order, the Customer may apply for a credit limit with Lynka, subject to submission of financial data and formal approval.

2.3 Lynka policy assumes insurance of all receivables by external insurance company. This can result in request for financial statements of the Customer which are necessary for assessing payment abilities of the Customer. In case an insurance limit for the Customer is not given, Lynka has the right to ask the Customer for another warranty of payment (bank guarantee, letter of credit) or increase the value of the advance. 

2.4 An advance payment of 40% of the gross value of ordered goods is required before the order is processed, the balance to be settled by wire transfer within 14 days of the date of issuing the commercial invoice. 

2.5 New Customers are required to make 100% prepayment for their first three (3) orders.

2.6 Lynka will issue a commercial invoice for each batch. The advance payment will be deducted from each invoice, proportionally to the batch value. 

2.7 Partial orders: when receiving shipment in several parts, the Customer shall cover transport costs of each part and shall receive an invoice for each delivered shipment.

2.8. In the event of cancellation of the order the Customer shall cover all the costs incurred by LYNKA while processing the order until the cancellation from the Customer is received. 

2.9. In the event of outstanding payments LYNKA is authorized to calculate interests on late payments and to charge the payer for the costs of reminders. In the event of disputes, the Customer shall have no right to withhold the due payment or part of the payment for the purchased goods. Clearing of the accounts resulting from the issues in dispute shall be done after the parties reach the mutual agreement. 

2.10. In the event of any disputes, the Customer shall have no right to withhold payment, in whole or in part, for the purchased goods. Any settlements arising from such disputes shall only take place after mutual agreement of the parties’ positions. The Customer shall not be entitled to set off any claims against the Seller with amounts due for the purchase of goods or services.

2.11. Lynka shall assume responsibility for the order being processed up to its value only.

2.12. All prices quoted by the Seller are net prices (exclusive of VAT). The prices of goods do not include delivery costs, which are specified in the delivery price list. The Seller reserves the right to change prices. The price indicated for each product is binding at the time the order is confirmed by the Seller.

2.13. Lynka reserves the right to adjust agreed prices after order confirmation in the event of increases in cost factors beyond Lynka’s control, such as exchange rate fluctuations, raw material or wage cost increases, or changes in government regulations. Any such changes will be notified to the Customer in writing.

§3 GOODS AND FINISHING

3.1 Due to a specific production process LYNKA is entitled to supply +/-5% of ordered goods. The Customer shall accept and pay for the goods ordered. LYNKA shall make all efforts to assure that the shipment will not be smaller than ordered. If the Customer requires the exact quantity, this must be agreed in advance and will result in additional charges. Surplus and scrap material shall be donated to charity organizations or sold at LYNKA local fair. At The Customer’s request LYNKA may deliver seconds at agreed prices.         

3.2 With Customer supplied goods, Lynka does not take responsibility for quality check of the goods. Lynka also may add a surcharge for handling of Customer’s goods. In addition to that, a 3-5% rejection rate must be accepted when printing on Client’s garments, while Lynka will not be responsible for any misprints in that range. 

3.3 Lynka shall not assume responsibility for temporary shortages of goods with the suppliers. 

3.4 LYNKA is entitled to make changes in quantities of ordered items for particular sizes of apparel products. Changes shall not exceed 10% of the quantity ordered. 

3.5 The Seller hereby informs that the photographs of the goods offered are for illustrative purposes only. The actual appearance, in particular the color and texture of the material, may differ from that shown in the photographs, as these may depend on monitor settings, color saturation, and other factors. The Seller shall not be liable for any differences in shade between the colors of the goods as presented in the catalogue and the actual color of the goods ordered, nor for minor differences in shades within the ordered assortment.

3.6 The company’s Logo, text of printing or embroidery and eventually graphic design shall be supplied by e-mail or CD along with the printout and detailed description of the size and color of a design. Making a design which does not meet LYNKA’s requirements shall result in extra charges calculated according to the current rate per one hour of a graphic artist’s work.

3.7 Films, screens, and embroidery programs created or used by LYNKA for production shall remain the sole property of LYNKA.

3.8 For orders below 1000 pieces, any pre-production sample or test product requested by the Customer will be subject to additional charges as per the current price list.

3.9 Lynka is entitled to settle the advance payment paid towards the outstanding liabilities resulting from the first invoice of the shipment being processed, and in case the value of the outstanding liability is lower than the advance payment, the advance payment may be settled towards further liabilities (invoices) until it is finally cleared. 

3.10. If the order provides for the preparation of a sample (proof) or a test product, the Seller shall send the Customer a design for approval by electronic means.

• In the event that the sample or proof is approved in accordance with the agreed procedure, the Customer forfeits the right to submit complaints regarding the conformity of the goods with the contract in respect of the features accepted in the sample or proof. Unless otherwise agreed in writing, the costs of preparing samples or proofs shall be borne by the Customer in accordance with the applicable price list.

3.11. Lynka is entitled to partial delivery of goods, each partial delivery shall be accompanied by a separate VAT invoice. 

§4 PACKAGING

4.1 Each item of apparel product with printing and embroidery shall be poly bagged and then packed in cartons, in accordance with the current Lynka price list. This refers to orders placed for printing and embroidery. Apparel without printing and embroidery shall not be separately poly bagged. Each carton shall contain the description of quantity and size of packed apparel. Any other method of packing will result in additional charges according to the current Lynka price list.

4.2. Packaging is non-returnable. Should applicable regulations impose on the Seller an obligation to collect packaging, the costs of its collection, return, or disposal shall be borne by the Customer.

§5 TRANSPORT

5.1 Prices of goods included in the Lynka pricelist are quoted EX WORKS Kraków, Lynka warehouse. The Customer may collect the goods with their own transport. Upon the Customer’s request, the goods may be shipped by post, rail, or courier services. Delivery costs are borne by the Customer and may vary depending on the current price lists of shipping providers. In the event of a delay caused by circumstances beyond Lynka’s control, the Customer will be informed immediately.

5.2 Where any cartons or goods have been damaged during their transportation, while accepting goods from the freight carrier the Customer shall note the fact on the shipping bill signed in the presence of the courier.

5.3. In the case of purchases made via the online store, delivery costs through the courier company UPS are calculated automatically in the shopping cart and added to the order value. These are indicative prices, and the final delivery cost will be calculated and confirmed by the Sales Department.

5.4 Courier companies are only obliged to deliver parcels weighing up to 31.5 kg. In accordance with transport regulations, couriers are not required to carry heavier packages upstairs or into premises.

5.5. If the Customer refuses to accept the goods or fails to provide conditions enabling their successful delivery, the Seller shall have the right to charge the Customer for the costs of storage, re-shipment, or transfer of the goods to third parties. Liability for the goods and the risk of loss shall pass to the Customer upon the first dispatch. In the event of refusal to accept the goods or lack of cooperation in their receipt, the Seller shall have the right, in addition to storing the goods at the Customer’s expense, to sell the goods to third parties and to seek compensation from the Customer for all costs incurred and losses suffered.

5.6. The Seller reserves the right to charge additional fees in the event of:

• orders with a value or quantity below the established logistical minimum,
• the need to store goods for a period exceeding 5 business days from the planned shipping date for reasons attributable to the Customer.

The details of such fees shall be specified in an individual quotation or in the applicable price list.

§6 CLAIMS

6.1 LYNKA’s liability towards the Customer shall be limited exclusively to the statutory warranty provisions), subject to the limitations specified below.

6.2 Only goods determined to be damaged or inconsistent with the order placed by the Customer Service Department in LYNKA shall be subject to claims. All quantity or quality shortages in any shipments shall be communicated to LYNKA in writing within 7 days of the day the goods were received by the Customer. Such notifications may also be submitted directly to the Customer’s Sales Representative or to the Customer Service Department by e-mail. The Customer will provide samples of the failing goods for LYNKA. The Customer shall cover all transport costs related to the return of claimed goods. The claim shall be settled within 14 days since it was filed. LYNKA will indicate the forwarder company.

6.3 After the goods have been resold to a further buyer, the responsibility for any quantity or quality defects shall be transferred to the Customer. The Customer assumes responsibility for checking the goods before their transfer. The same obligation refers to an event when the goods undergo further processes (like printing or embroidery), when The Customer purchases from LYNKA plain goods. Return of goods which have been processed in any way shall not be accepted. LYNKA shall not revoke this rule.

6.4 Each manufacturer and apparel brand may have different product tolerances, including size (e.g. width and length), shrinkage, and fabric weight.
Dimensional tolerance is up to ±10%; shrinkage and weight tolerance is up to ±5%.

6.5. Claims shall not be accepted if the goods subject to the Claims have been partially used, processed, or modified after delivery.

6.6 Lynka shall only be liable for damages caused by intentional misconduct or gross negligence. Lynka shall not be liable for indirect, incidental, or consequential damages, including loss of profit. The Customer shall indemnify Lynka against any third-party claims related to goods supplied under the order.

§7 COPYRIGHT

7.1 The Customer shall express its agreement on using the products made by LYNKA in advertising, LYNKA website or as part of its display at the brand fairs used as samples showing LYNKA’s production capability referring to the quality of printing or embroidery. LYNKA is entitled to enclose information concerning performed services for the Principal in its advertising materials. This provision shall not be deemed as transfer of copyright from The Customer to LYNKA. 

7.2 The Customer shall assume all responsibility for holding the copyrights and/or the right to register the logo necessary to process the order. The Customer shall also assume full responsibility for the content of any logo, print or embroidery design submitted for production by LYNKA.
LYNKA reserves the right to reject any logo, print or embroidery it considers to be unlawful or infringing upon third-party intellectual property rights.

7.3 LYNKA does not verify whether the order violates any third-party copyrights or intellectual property rights. Therefore, LYNKA disclaims any liability in this regard towards both the Customer and third parties.

7.4 All intellectual property rights, including copyrights, trademarks, and know-how, in materials created or supplied by Lynka remain the exclusive property of Lynka. The Customer shall not copy, disclose, or use such materials except as expressly authorized in writing by Lynka. The Customer shall indemnify Lynka against all claims by third parties for infringement of intellectual property rights arising from specifications, designs, or materials provided by the Customer.

7.5. The Customer shall indemnify and hold the Seller harmless against any third-party claims, including those concerning the infringement of intellectual property rights, arising in connection with goods or services supplied by the Seller in accordance with the Customer’s specifications.

7.6 If Lynka provides services in connection with an order (such as design, artwork preparation, or fulfilment), Lynka will perform these with due care but does not guarantee a specific outcome. Any claims regarding services must be submitted in writing within 5 working days of performance.

§8 SECURITY PROCEDURES AND FORCE MAJEURE

8.1. The Seller complies with security procedures in accordance with applicable legal requirements.

8.2. Our website uses cookies to provide services at the highest level, including tailoring them to the individual needs of the Customer. Using the website without changing cookie settings means that cookies will be stored on the Customer’s end device. The Customer may change cookie settings at any time. More details can be found in our Privacy Policy.

8.3. To use the services of the online store, the following technical requirements must be met:
a. possession of an active email account;
b. access to a device that enables browsing websites with an installed operating system and one of the current web browsers (e.g. Chrome, Firefox, Safari);
c. an active internet connection;
d. enabled acceptance of cookies in the web browser used by the User;
e. enabled JavaScript in the web browser used by the User (enabled by default in most browsers).

8.4. The Seller informs that it is also possible to use other operating systems and web browsers than those listed above; however, in such cases, technical difficulties may occur due to technological limitations.

8.5. In accordance with Article 8(3)(1)(b) of the Polish Act on Providing Services by Electronic Means, the Customer is prohibited from transmitting unlawful content.

8.6. The Seller and the Customer mutually release each other from liability for non-performance or improper performance of the contract caused by force majeure.
Force majeure shall mean events that could not have been foreseen or prevented at the time of concluding the contract and which make its execution impossible, including but not limited to: wars and other armed conflicts, mobilizations, requisitions or embargoes, administrative decisions, infrastructure failures, riots, revolutions, uprisings, military or civil coups, pandemics, natural disasters such as earthquakes, floods, fires (confirmed by competent authorities), and nationwide strikes announced in accordance with the law by competent trade union authorities.

§9 PERSONAL DATA

9.1 The Controller of the Ordering Party's data is Lynka Sp. z o.o., registered in Skawina, ul. Majdzika 16, entered into the Register of Entrepreneurs of the National Court Register under KRS 0000139929, e-mail: kontakt@lynka.eu, phone number: +48 12 293 80 00 

9.2 Information about the scope to which the Ordering Party's personal data is processed and rights of the Ordering Party is available at https://lynka.eu/en/privacy-policy

§10 OTHER TERMS AND CONDITIONS

10.1 The order placed with a Sales Representative shall be approved by Lynka Head Office and may be disapproved if not conforming to Lynka’s internal regulations. 

Upon performance of the contract, the Seller, as part of the execution of the agreement with the Customer, shall be obliged to send the Customer, to the Customer’s e-mail address, an invitation to complete a survey in order to obtain feedback on the transaction, to which the Customer hereby agrees. The Customer undertakes to complete the survey.

10.2 All changes pertaining to the above terms and conditions shall be made in writing and must be approved by both parties or else shall be null and void.  

10.3 Registered Customers shall be informed about any changes to the Terms and Conditions and their scope via email (to the address provided during registration or order placement). The notification shall be sent at least 10 days before the new Terms and Conditions take effect.

10.4. The current version of the Terms and Conditions is always available to the Customer in the “Terms and Conditions” section (https://lynka.eu/en/terms-conditions). During the fulfilment of the order and throughout the entire after-sales service period, the Terms and Conditions accepted by the Customer at the time of placing the order shall apply.

10.5 All disputes that may arise in connection with these Terms and Conditions shall be amicably resolved. If the agreement is not achieved the disputes shall be submitted for resolution to the competent Court having jurisdiction over LYNKA’s registered office. 

10.6 In matters not regulated by these Terms and Conditions, the provisions of the Polish Civil Code and relevant laws of the Republic of Poland shall apply, as well as the applicable provisions of European Union law, in particular GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC).

These Terms and Conditions shall be governed by the laws of Poland. For Customers outside the European Union, Norway, UK, Switzerland, or Iceland, disputes shall be finally resolved under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Warsaw, Poland, and the language shall be English.

10.7. The Seller shall have the right to suspend or terminate the contract with immediate effect if the Customer:

• fails to fulfil their payment obligations,
• is subject to bankruptcy or liquidation proceedings,
• has changed its legal form or owner,
• has failed to provide, upon the Seller’s request, appropriate security.

The Seller shall also have the right to suspend or terminate the contract with immediate effect if:

• there has been a change of control over the Customer’s business,
• the Customer’s assets have been subject to security measures or seizure,
• the Customer has lost the ability to freely dispose of their assets,
• the Customer has died (in the case of a sole proprietorship) or has been dissolved (in the case of a company).

10.8. In the event of losing legal proceedings, the Customer shall be obliged to reimburse the Seller for the costs of such proceedings, including legal representation costs, expert opinions, and any other expenses incurred in connection with conducting the case.

10.9. The Customer shall bear full responsibility for obtaining all permits, licenses, or approvals required for the import, distribution, or use of the ordered goods.

§11 PRODUCT RECALL

11.1. In the event that it becomes necessary to withdraw a product from the market (e.g., due to a manufacturing defect, labelling, or certification), the Customer undertakes to fully cooperate with the Seller. This may include returning batches of goods, informing downstream recipients, or taking other necessary organizational and informational measures. The details of the procedure shall be determined on a case-by-case basis.

11.2. The Customer undertakes to conduct its business in a manner that enables the identification of goods’ recipients in order to efficiently carry out the product withdrawal procedure. At the Seller’s request, the Customer shall promptly return all items of the goods subject to the withdrawal procedure, in exchange for a refund of the purchase price.