5 min read
Last updated: 18 August 2026
These terms apply to all sales by Mervia Group Sp. z o.o., ul. Przykładowa 12, 61-001 Poznań, Poland (KRS 0000000000, NIP 0000000000) to business customers. They do not apply to consumers; we do not sell to consumers.
1. Scope
1.1 These terms apply to every quotation, order confirmation and contract of sale between us, unless we have signed a separate framework agreement, in which case that agreement prevails.
1.2 Your own purchasing conditions do not apply, even where we do not expressly object to them and even where we perform the contract with knowledge of them. If you require your conditions to apply, they must be agreed in writing and signed by both parties.
2. Quotations
2.1 Quotations are valid for 14 days from the date of issue unless stated otherwise. Polyethylene and paper prices move with resin and pulp markets; on call-off programmes we fix prices quarterly instead.
2.2 A quotation is an invitation to order, not an offer capable of acceptance. The contract comes into effect on our written order confirmation.
2.3 Quotations are based on the specification confirmed in writing. Where the specification changes, the price and lead time are re-quoted.
3. Orders and lead times
3.1 Lead time starts on the date stated on the order confirmation, which is the date the specification was confirmed in writing — not the date of enquiry or of your purchase order.
3.2 Indicative lead times are 12–15 working days ex works for stock specifications and 18–22 for custom sizes, colours or print. Where we become aware that a date will not be met, we will tell you as soon as we know rather than on the due date.
3.3 Minimum order quantity is one pallet per specification, or as stated on the relevant product page.
3.4 Orders may not be cancelled once production has started. For printed or custom product, production is deemed to start on approval of the proof.
4. Prices and payment
4.1 Prices are in EUR and exclusive of VAT. Intra-EU supplies to a customer with a valid VAT identification number are invoiced under the reverse charge.
4.2 Payment terms:
| Order | Terms |
|---|---|
| First three orders | 30% on order confirmation, 70% before dispatch |
| From the fourth order | 30 days net, subject to credit approval |
| Call-off programme | 30 days net from the monthly consolidated invoice |
4.3 Late payment carries statutory interest under the Polish Act on Counteracting Excessive Delays in Commercial Transactions.
4.4 Retention of title. Goods remain our property until paid for in full. Until then you may resell them in the ordinary course of business, and you assign to us the resulting receivables as security.
5. Delivery and risk
5.1 Delivery is on the Incoterm stated on the order confirmation — EXW, FCA or DAP (Incoterms 2020). Risk passes as that Incoterm provides.
5.2 Under EXW and FCA we load the vehicle as a courtesy; this does not shift the risk transfer point.
5.3 Partial deliveries are permitted where reasonable and are invoiced separately.
5.4 Delivery dates are estimates unless expressly agreed as fixed in writing.
6. Inspection and claims
6.1 You must inspect the goods on arrival and notify us of any defect within 8 working days of delivery, with photographs and, where relevant, a sample.
6.2 Do not return goods before we have responded. We reply within 2 working days with one of: replacement on the next production slot, a credit note, or a price adjustment where the goods are usable at a lower grade.
6.3 Where the fault is ours we pay the freight in both directions.
6.4 Obvious defects notified after the 8 working day window, and defects in goods already processed, printed on or resold, are excluded.
6.5 Tolerances. The following are contractual and are not defects:
- gauge: nominal −5%
- dimensions on sacks: ±10 mm
- quantity: ±5% on made-to-order production, invoiced as delivered
- colour: as agreed against a reference sample at sampling stage
7. Warranty and liability
7.1 We warrant that the goods conform to the specification confirmed in writing. We give no warranty that the goods are fit for a purpose you have not told us about.
7.2 Where goods are defective, our liability is limited, at our option, to replacement or to a credit of the invoice value of the affected goods.
7.3 We are not liable for indirect or consequential loss, loss of profit, loss of production or third-party claims, except where the loss is caused by our wilful misconduct or gross negligence, or where liability cannot be limited by law.
7.4 Our total liability arising from any one order is limited to the invoice value of that order.
8. Compliance documentation
8.1 For every order within the scope of Regulation (EU) 2025/40 (PPWR) we supply a signed Declaration of Conformity per packaging type, the supporting technical documentation, a material composition statement and packaging weights by material.
8.2 Where you place our goods on the market under your own brand, you are generally the producer for those goods under PPWR and under national EPR schemes, with the registration and reporting obligations that follow. We supply the documentation; the registration is yours.
9. Private label and intellectual property
9.1 Intellectual property in artwork you supply remains yours. Printing plates carrying your design are used for your orders only and are destroyed on written request.
9.2 You warrant that artwork you supply does not infringe third-party rights and you indemnify us against claims that it does.
9.3 Plates are held for three years from last use, after which they may be destroyed with notice.
10. Force majeure
Neither party is liable for failure to perform caused by an event beyond its reasonable control, including raw material shortage, energy interruption, industrial action, natural disaster or governmental measure. Where such an event lasts more than 60 days, either party may terminate the affected order without liability.
11. Governing law and jurisdiction
11.1 These terms and any contract made under them are governed by Polish law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The courts of Poznań, Poland have exclusive jurisdiction.
11.3 These terms are drawn up in English. Where a translation is provided for convenience and the versions differ, the English version prevails.
Note for review: this is a working draft prepared alongside the site. It reflects the commercial terms published elsewhere on merviagroup.com, but it must be reviewed by a Polish legal adviser before launch — in particular the liability limitations in clause 7 and the retention of title in clause 4.4, whose enforceability differs across the markets we sell into.