Terms and conditions

1. Words used in this document

• Splot, we, us: Józef Batko, trading as Orpheline, ul. Czarnowiejska 48/6, 30-054 Kraków, NIP 6772544217, the business described in the legal notice.
• You, the client: the business that asks us for a quotation or places an order.
• Quotation: the written price, specification and lead time we issue for a specific order.
• Order: your written acceptance of a quotation.
• Sample: a garment made before production so that you can approve construction, fit, materials and finishing.
• Products: the samples and the finished garments we supply.
• Services: sourcing, technical work, sampling, production management, quality control and the organisation of delivery.
• Tech pack: the technical specification a garment is made to.
• In writing: includes email sent to and from the addresses the parties have been using.

2. Who these terms apply to

Splot supplies businesses only: companies, sole traders, foundations, associations and other organisations ordering for purposes connected with their activity. We do not sell to consumers. Consumer rights, including the fourteen-day right of withdrawal, do not apply to an order made under these terms.

Garments are made to your specification. Goods produced to a client's specification are excluded from any right of withdrawal that might otherwise arise.

By placing an order you confirm that you are acting as a business and that the person placing it is authorised to do so.

3. How these terms apply

• 3.1 These terms form part of every quotation, order and contract between us, including future ones, unless we agree otherwise in writing.
• 3.2 Your own general terms of purchase do not apply, even where you refer to them when placing an order and we do not object to them.
• 3.3 A departure from these terms binds us only where we accept it in writing, and then only for the order concerned.
• 3.4 Where a separate written agreement, a quotation and these terms conflict, they apply in that order: the separate agreement first, then the quotation for the commercial detail of that order, then these terms.
• 3.5 If any provision turns out to be invalid, the rest stays in force and the invalid one is read as the valid provision closest to its purpose.
• 3.6 Not enforcing a provision on one occasion is not a waiver of it.

4. Enquiries, quotations and how an order is formed

• 4.1 Before we quote, you give us what we need to quote: the garment, the quantity per style, the size and colour breakdown, the materials, the finishing, the delivery date you are working to, and a tech pack if you have one. If you do not have a tech pack, we write one with you.
• 4.2 You are responsible for the accuracy and completeness of the information you give us. A quotation is based on it and is only as good as it is.
• 4.3 A quotation is valid for 14 days from its date unless it states otherwise. After that we may reprice.
• 4.4 An obvious error in a quotation, such as a misplaced decimal or a transposed quantity, does not bind us. We tell you as soon as we notice one.
• 4.5 A contract is formed when you accept the quotation in writing and we confirm the order in writing, or when we begin work on it with your agreement.
• 4.6 Where there is no quotation or order confirmation, the invoice records the agreed terms.
• 4.7 We may decline an order. We decline orders below the minimum quantity, orders we cannot resource within the time asked, and orders for garments carrying racist, violent, hateful or sexually explicit artwork, or artwork we have reason to believe infringes someone else's rights.

5. Minimum order quantity

The minimum is 25 pieces per style, and 50 pieces per style for knitwear. Sizes and colourways count towards the same minimum only where the garment and the material are the same.

Below the minimum, the setup cost per piece stops making sense for you. We will say so rather than take the order.

6. Sampling and approval

• 6.1 Production normally begins from a sample you have approved in writing.
• 6.2 You may waive sampling in writing. If you do, you accept the risk that the first garments differ from what you pictured, and a complaint about construction, fit or fabric hand cannot rest on the absence of a sample.
• 6.3 The approved sample is the standard your production is made to. Where the approved sample and the tech pack differ, the approved sample prevails.
• 6.4 Samples are quoted and invoiced separately from production and are payable in full when ordered. A sample charge is not a deposit against the production order unless the quotation says it is.
• 6.5 A change requested after sample approval is a new specification. We reprice it and requote the lead time before it takes effect.

7. Prices, currency and invoices

• 7.1 Prices are per piece, for the specification, quantity and material stated in the quotation. Changing any of those changes the price.
• 7.2 Clients established in Poland are invoiced in PLN. Clients established elsewhere in the European Union are invoiced in EUR, unless we agree otherwise in writing.
• 7.3 We are exempt from VAT under art. 113(1) of the Polish Act on Goods and Services Tax. Invoices carry no VAT and the price quoted is the price payable. If we become a registered VAT payer, VAT at the applicable rate is added to prices quoted from that date, and we tell you before it affects an order of yours.
• 7.4 Prices do not include transport, insurance, customs duties or any tax payable in your own country, unless the quotation says they do. Delivery is EXW, as set out in section 12.
• 7.5 If, between the quotation and the start of production, the cost of materials, energy, labour or transport rises materially for reasons outside our control, we may propose an adjusted price. You may accept it or withdraw the order within seven days at no cost beyond work already done and materials already bought.

8. Payment

• 8.1 For orders up to 10,000 PLN, or the equivalent in EUR, the full amount is payable before production begins.
• 8.2 For orders above 10,000 PLN, 50% is payable before production begins and the remaining 50% before the goods are released for shipping.
• 8.3 Samples are payable in full when ordered.
• 8.4 Payment is made by transfer to the account shown on the invoice, and is treated as made on the date the funds are credited to that account.
• 8.5 You may not set off any claim against what you owe us, and you may not withhold payment because a complaint is open.
• 8.6 Production does not begin, and goods are not released, until the payment due at that stage has cleared. A late payment moves the lead time by at least the length of the delay.
• 8.7 If you pay late, statutory interest for delay in commercial transactions runs from the due date, and we may claim the recovery costs allowed by the Act of 8 March 2013 on counteracting excessive delays in commercial transactions.
• 8.8 An objection to an invoice must reach us within 14 days of the invoice date. After that the invoice is treated as accepted.

9. Changes and cancellation

• 9.1 A change to a confirmed order takes effect only where we confirm it in writing. We tell you what it does to the price and the lead time first.
• 9.2 You may cancel before we order materials or begin production, against payment for the work already done.
• 9.3 Once materials have been ordered or cutting has begun, sums already paid are not refundable. That money is already committed at the factory, and cut cloth cannot be returned to stock.
• 9.4 If cancellation leaves us with committed costs above what you have paid, we invoice the difference. We do not charge more than we have actually incurred.

10. Factories and subcontracting

• 10.1 We produce through Polish factories that we select, audit in person and manage. We choose the factory for each order.
• 10.2 We are not obliged to disclose which factory makes your order. Factory identity, capacity, terms and pricing are our confidential information. This is part of what you are buying: we carry the supply chain so that you do not have to build one.
• 10.3 Using a factory or any other subcontractor changes nothing about who answers to you. We remain your sole counterparty and we are responsible for their work as for our own.
• 10.4 Nothing in these terms limits our freedom to quote for, produce for or work with anyone else, including businesses that compete with you.

11. Lead times

• 11.1 Lead times are given in working weeks and are indicative. A date is binding only where the quotation says it is binding.
• 11.2 Typically it is two to three weeks to a sample in your hands, then six to ten weeks in production, depending on the product and material availability. We give you the dates before you commit, and we tell you the same day if one slips.
• 11.3 Time runs from the latest of: your written approval of the sample, our receipt of everything we need from you, and the clearing of the payment due at that stage.
• 11.4 Where a lead time is exceeded, you may cancel the undelivered part only after giving us written notice and a further reasonable period of at least 30 days. This does not apply where the quotation names a binding date.
• 11.5 Beyond what section 20 provides, we are not liable for loss caused by a lead time being exceeded.

12. Delivery, risk and title

• 12.1 Delivery is EXW (Incoterms 2020) at the factory or the address named in the quotation, unless we agree otherwise in writing.
• 12.2 Where you ask us to, we arrange transport and insurance as a service, at your cost and risk. Doing so does not change the delivery term and does not move the point at which risk passes.
• 12.3 Risk passes to you when the goods are made available to you or handed to the first carrier, whichever comes first.
• 12.4 The goods remain our property until every amount due for that order has been paid in full. Until then you will not pledge them or grant security over them, and you will tell us at once if a third party makes a claim against them.
• 12.5 If you do not take delivery, we may store the goods at your cost and risk, and the day delivery was offered counts as the day of delivery.
• 12.6 While the goods are still our property, we may take them back if you are in default of payment. You will give us or our representative access to collect them, at your cost. Taking them back does not of itself end the contract or your obligation to pay, and we credit you the value of what we recover.

13. Quantity tolerance

Textile production does not deliver exact counts. We may deliver up to 10% more or fewer pieces per style than ordered on runs of 25 to 99 pieces, and up to 5% more or fewer on runs of 100 pieces or more. A delivery within that band is complete performance of the order.

You pay for the pieces actually delivered. We invoice or credit the difference at the per-piece price in the quotation.

14. Manufacturing tolerances and what counts as a defect

A garment is judged against the approved sample and the agreed specification, as worn normally and viewed at arm's length. The following are inherent to textile production and are not defects:

• Minor colour variation between dye lots, between fabric and trims, and between one production and the next.
• Measurements falling within the tolerance stated in the tech pack, or where none is stated, within the tolerance customary for that garment type.
• Slight variation in the placement or size of a print or embroidery, within the stated tolerance.
• Natural irregularity in the surface of a natural, recycled or melange yarn.
• Any difference between a colour on a screen and the delivered colour. Colour is approved on a physical swatch or sample, never on an image.

Where a fabric or trim becomes unavailable during production we propose the nearest equivalent, and we do not substitute anything without your written approval. Pieces that fail our own quality check are not shipped as part of your count.

15. Inspection and complaints

• 15.1 Inspect the goods on delivery: the count, the sizes, obvious damage and obvious deviation from the specification.
• 15.2 Anything visible on that inspection must reach us in writing within 3 days of delivery.
• 15.3 A fault that could not reasonably have been found on that inspection must reach us in writing promptly after you find it, and in any case no later than 14 days after delivery.
• 15.4 A complaint states what is wrong and how many pieces are affected, and includes photographs. Keep the affected pieces available for inspection, and do not alter, wash or sell them before we have answered.
• 15.5 We answer a complaint within 14 days.
• 15.6 Where a complaint is justified, we choose between repairing the affected pieces, remaking them, delivering missing pieces, or crediting their invoice value. That is the whole of our obligation in respect of the fault.
• 15.7 A complaint does not suspend your payment obligations, on that order or any other.
• 15.8 Goods may be returned only where we have agreed to it in writing and on the terms we set.
• 15.9 Statutory warranty for defects (rękojmia) under the Civil Code is excluded, as art. 558 § 1 of that code permits between businesses. The complaint procedure in this section applies instead.

16. Materials and goods you supply

• 16.1 Where you supply fabric, trims, labels or blank garments for us to work on, you deliver them on time, in the agreed quantity, and fit for the purpose. The price and the lead time assume they arrive as agreed.
• 16.2 We check them for count and obvious damage only. We do not test composition, shrinkage or colour fastness unless we have agreed to and quoted for it.
• 16.3 We are not liable for a fault in the finished garment that originates in a material you supplied, nor for the loss of that material in the normal course of cutting and making, up to the wastage customary for the garment.
• 16.4 Supply enough material to cover that wastage. Where you supply too little, we deliver what the material yields.

17. Product compliance and labelling

• 17.1 You decide what the garments are and where they are sold. You place them on the market under your own brand, which under EU product law makes you the manufacturer of those goods, with the duties that go with it.
• 17.2 You are responsible for the content of every label and marking: fibre composition, care instructions, size, country of origin, your own identity and contact details, and any safety or warning text required in the market you sell into. We apply labels to the specification you give us, and we do not check that specification against the rules of your market.
• 17.3 You hold the permits, certifications and registrations needed to sell the goods, and you meet the obligations that fall on you under Regulation (EU) 2023/988 on general product safety, Regulation (EU) 1007/2011 on textile fibre names and labelling, REACH, and any other rule governing your product.
• 17.4 On request we give you the production information we hold that you reasonably need in order to meet those obligations, such as fibre composition and country of manufacture, without disclosing the factory (see 10.2).
• 17.5 We are responsible for making the garments to the approved sample and the agreed specification. We are not responsible for whether the resulting product may lawfully be sold in your market.
• 17.6 You indemnify us against claims, penalties and reasonable costs arising from a failure to meet the obligations in this section, or from a specification you gave us that does not comply.

18. Intellectual property

• 18.1 Your artwork, designs, logos, brand names and tech packs remain yours. Nothing in these terms transfers them to us.
• 18.2 You grant us a non-exclusive, royalty-free licence to use them so far as is needed to make and deliver your order, including passing them to the factory that produces it.
• 18.3 You warrant that you hold the rights to everything you send us and that making the garments will not infringe anyone else's rights. You indemnify us against third-party claims arising from what you supplied, including the reasonable cost of defending them.
• 18.4 Patterns, gradings, technical constructions, supplier information and production documentation that we create or hold remain ours, including where the cost of preparing them was recovered through your order. A garment's technical construction is not your design.
• 18.5 We may name you as a client and show photographs of the garments we produced for you as a reference: in our portfolio, on this site, and in materials sent to potential clients. Tell us in writing that you would rather we did not, and we stop.
• 18.6 We may keep one piece from each production as a record.

19. Confidentiality

• 19.1 Each of us keeps the other's confidential information confidential and uses it only for the order. On our side that includes your designs, tech packs, prices and plans. On yours it includes our prices, quotations, and the identity, capacity and terms of the factories we use.
• 19.2 This does not cover information that is already public, that the receiving party already lawfully held, or that must be disclosed by law or by a competent authority.
• 19.3 This obligation survives the end of the contract by three years.

20. Liability

• 20.1 We are liable for damage caused by failing to perform or properly perform the contract, on the terms of this section.
• 20.2 Our total liability in connection with an order, on any legal basis, is limited to the net invoice value of that order.
• 20.3 We are not liable for lost profit, lost sales, lost contracts, a missed selling window, the cost of a replacement supplier above that invoice value, or any other indirect or consequential loss.
• 20.4 Nothing in these terms excludes or limits liability for damage caused intentionally, or any other liability that cannot be excluded or limited under Polish law.
• 20.5 A claim must be notified to us in writing within one month of you becoming aware of the circumstance giving rise to it, and expires 12 months after delivery.
• 20.6 Claims are brought against us, not against our employees, our factories or others we engage.

21. Force majeure

• 21.1 Neither of us is in breach for a failure caused by an event outside its reasonable control: natural disaster, fire, flood, war, civil unrest, epidemic, strike, a general failure of energy, transport or telecommunications, an act of public authority, or an import or export restriction. A shortage of materials or a failure by a supplier counts where it is itself caused by such an event.
• 21.2 The affected party tells the other promptly and does what it reasonably can to limit the effect. Time for performance extends by the length of the event.
• 21.3 Where the event lasts more than three months, either of us may terminate the unperformed part of the order in writing. We invoice for work done and materials committed up to that point, and nothing further is owed either way.
• 21.4 A shortage of money is never force majeure.

22. Personal data

Personal data of the people on your side that we hold in order to quote, produce, deliver and invoice is processed as described in the privacy policy. Where an order would have us process personal data on your behalf, we agree a separate data processing agreement before that starts.

23. Suspension and termination

• 23.1 We may suspend performance or terminate the contract on immediate written notice where you are more than 14 days late with a payment, you are declared insolvent or apply to be, you cease trading, or enforcement is levied against a material part of your assets.
• 23.2 On termination under 23.1, everything you owe us falls due at once and we may retain goods and materials until it is paid.
• 23.3 Provisions that by their nature are meant to survive, including confidentiality, intellectual property, liability, and governing law, survive termination.

24. Changes to these terms

We may change these terms. The version that governs your order is the version published on this site on the day the order is confirmed, and it governs that order for its whole life. We tell existing clients about a material change.

25. Governing law, language and disputes

• 25.1 Polish law governs these terms and every contract made under them. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply.
• 25.2 We try to settle a dispute by talking first.
• 25.3 Failing that, disputes are decided by the Polish court with jurisdiction over our registered address, which is a court in Kraków.
• 25.4 These terms are published in Polish and in English. The English text is a translation provided for convenience. In the event of any discrepancy between the two, the Polish version prevails.

Questions about these terms go to hello@usesplot.com, or in writing to Józef Batko (Orpheline), ul. Czarnowiejska 48/6, 30-054 Kraków, Poland.