GENERAL TERMS AND CONDITIONS OF SALE
RARO
Products offered under the RARO brand
(owner: Center-Mebel sp. z o.o. sp. k.)**
An integral part of the General Terms and Conditions of Sale is the Factory Standard for the manufacture of
furniture components BASED ON POLISH STANDARDS BN-86 7140-15, BN-81-
7140-11, EN-324.
§1. GENERAL PROVISIONS, DEFINITIONS
1. These General Terms and Conditions of Sale of Center-Mebel sp. z o.o. sp. k. apply to the sale
of products offered under the RARO brand – pursuant to Article 384 of the Civil Code
– have been accepted by the Parties, are binding on them, and constitute the content of the Sales Agreement,
unless otherwise agreed.
2. Unless otherwise agreed, the terms used in the General Terms and Conditions of Sale shall have the following meanings:
a. GTS – these General Terms and Conditions of Sale,
a. GTS – these General Terms and Conditions of Sale,
b. Sales Agreement – an agreement for the sale of Products concluded
between the Seller and the Buyer in accordance with these GTS,
c. Seller – Center-Mebel sp. z o.o. sp. k. with its registered office in Łomża, Al. Legionów
141F/1, 18-400 Łomża, entered in the Register of Entrepreneurs by the District Court in
Białystok, 13th Commercial Division of the National Court Register under
KRS number 0000533019, NIP: 9662095151,
d. Retail outlet – any of the retail outlets operated by
Seller,
e. Buyer – an entity purchasing products as part of its
business activity, or a Consumer,
f. Products – goods and services that are the subject of the Sales Agreement,
g. Order – means an order for the sale of Products placed with the Seller
by the Buyer in accordance with these GTS,
h. Price list – the list of Product prices applicable to the Parties.
3. These GTS apply to all Sales Agreements, as well as all offers
submitted to the Seller by the Buyer, and all invitations to submit offers and Purchase Orders submitted to the Buyer by the Seller
regarding the performance of Product sales agreements.
4. The GTS may be modified, amended, or certain provisions thereof excluded from application by the Seller.
4. The GTS may be modified, amended or certain provisions thereof excluded from application by the Seller.
Changes to the GTS shall be binding on the Buyer from the date of their delivery to the Buyer in the same form and in the same manner in which these GTS were delivered to the Buyer.
5. In the event of any discrepancy between the content of the GTS and the content of the Sales Agreement or specific annexes to the Sales Agreement, the content of the Sales Agreement or specific annexes to the Sales Agreement shall take precedence over the GTS.
5. In the event of any discrepancy between the content of the GTS and the content of the Sales Agreement or
detailed annexes to the Sales Agreement, the content of the Sales Agreement shall take precedence over the GTS,
followed by the detailed annexes.
6. If INCOTERMS conditions are specified in the Sales Agreement,
the provisions of the GTC that deviate from the specified INCOTERMS conditions shall take precedence
unless the Parties agree otherwise in the Sales Agreement.
7. The content of these GTS has been published on the Seller's website
www.raro.pl.
§2. ORDERS
1. The sale of Products shall take place exclusively on the basis of Orders
placed with the Seller by the Buyer in the manner specified in § 2(2)
below.
2. Orders shall be placed by the Buyer verbally (to an employee
of the Seller at the Seller's Point of Sale), by telephone, in writing or
by e-mail.
3. Within 7 days of the date of placing the Order, the Seller shall be entitled to
submit a statement (verbally, by telephone, in writing, or by e-mail
) refusing to accept the order. Simultaneously with the refusal to accept
the order, the Seller shall be entitled to submit a proposal to amend the Order,
and its acceptance by the Buyer shall be treated as the submission of a new
Order. The Seller's exercise of the above right to
refuse to accept the Order shall not give rise to any claims on the part of the Buyer
against the Seller (in particular claims for damages).
4. Orders are fulfilled within the time limits specified by the Seller.
Orders may be fulfilled in one go or in parts according to
the schedule indicated by the Seller. In cases where
the Buyer indicates the expected date of fulfillment in the Order,
the Seller has the right to refuse to fulfill such an Order (§ 2(3) applies
accordingly).
5. If the delivery of the Products in whole or in part cannot be completed on time,
the Seller shall immediately notify the Buyer thereof and
agree on a new delivery date with the Buyer.
§3. COLLECTION OF PRODUCTS
1. Unless otherwise agreed, the delivery of the ordered Products and their
collection by the Buyer shall take place at the Seller's Point of Sale
where the Order was placed. In the case of Orders placed in writing
or by e-mail, the Buyer shall indicate in the Order
which of the Seller's retail outlets is to be used for the collection of the Products.
The Parties may agree on different terms of delivery and collection of the Products, whereby
the Seller shall deliver (at the Buyer's expense and risk) the Products to the place of
collection indicated by the Buyer. In the latter case, the Buyer shall be
responsible for unloading the delivered Products.
2. The document confirming the delivery of the Products to the Buyer shall be a VAT invoice
issued by the Seller at the time of collection of the Products by the
Buyer. The date of delivery of the Products shall be the date of issue of the VAT invoice to the Buyer
.
3. All risks and costs related to the Products shall pass to the Buyer upon
collection of the Products.
4. The transfer of ownership of the Products to the Buyer shall take place upon payment to the
Seller of the price of the Products and all amounts due in connection with the execution of
the Order. If the Products subject to retention of title are sold by
the Buyer to a further purchaser before the necessary amount has been paid in full,
the Buyer hereby assigns to the Seller the claim against
future purchasers for payment of the purchase price. In such a situation, the Buyer
is obliged to inform the purchaser of the transfer of
the claim, with a copy to the Seller, under pain of suspension by the
Seller of all or some of the contracts concluded with the Buyer. To the extent
that the validity of the retention of title in favor of the Seller is subject to
certain conditions or requires a specific form in the country of destination,
the Buyer is obliged to meet these requirements, under pain of
suspension by the Seller of all or some of the contracts
concluded with the Buyer. In addition, the Buyer shall deliver the goods to the
purchaser even if the Seller's retention of title
is extended to include the transfer of the claim for payment of the purchase price. The processing or
combination of goods belonging to the Seller with other movable
property shall result in the Seller's co-ownership of such property in proportion
to the price of the Seller's Products to the price of such movable property.
The right of co-ownership of these items may not be transferred to the Buyer
until the latter has paid the purchase price in full. The Buyer agrees that it will
demand that a prohibition on the transfer of ownership of the goods be included in contracts with third parties
,
under pain of suspension by the Seller of the performance of all or
some of the contracts concluded with the Buyer.
§4. SURPLUSES AND SHORTAGES
The Parties agree that surpluses or shortages in delivery of up to 10%
of the ordered quantity of Products do not constitute a defect and are not subject to complaint. The Buyer
is obliged to pay the price for the Products in the quantities that have been received by them
.
§5. PRICE
1. The Products shall be sold to the Buyer at the prices specified in the price lists valid
on the date of sale, and in the absence thereof, at the prices indicated on
the Products or at individually agreed prices.
2. The Seller reserves the right to change the sales prices of the Products, in
particular to change the prices indicated in the price lists. The Seller shall inform the Buyer of any price changes
by posting a new price list on the website
or by correcting the prices indicated next to the displayed
Products. The new prices shall apply from the moment the price list is posted on
the Seller's website or the prices indicated next to
the displayed Products are corrected.
3. Unless otherwise specified, all prices quoted are net prices and
the Seller shall add VAT at the rate applicable on the date of
delivery of the Products.
4. Discounts or price reductions may only be granted on the basis of a written
agreement between both Parties to the Agreement. Discounts or reductions may be agreed by the Parties
on a permanent or one-off basis for a specific Order.
5. Unless otherwise agreed by the Parties, payment for the delivered Products shall be made
within 14 days of the date of their release to the Buyer. The Seller shall be entitled to
make the execution of the Order conditional upon the Buyer's payment of an advance payment towards
the purchase price or full prepayment of the price for the ordered Products. Payment
shall be made on the basis of a VAT invoice issued by the Seller at
the time of delivery of the Products, and in the case of prepayments or advance payments, on the basis of
relevant accounting documents issued at the time of placing
the Order.
6. The Buyer shall have the right to set off its claims against the Seller against
the Seller's claims against the Buyer arising from the Sales Agreement
only if its claims against the Seller arise from the Sales Agreement
and are established by a final decision of a court or other authority
empowered to settle disputes concerning the claim or have been acknowledged in
writing by the Seller.
§6. SETTLEMENT DOCUMENTS
1. The settlement document shall be a VAT invoice issued in accordance with the actual state of affairs
and generally applicable tax regulations.
2. All payments shall be made in cash or by bank transfer
to the Seller's bank account indicated on the VAT invoice. The date of
payment shall be the date on which the funds are credited to the Seller's bank account.
§7. WARRANTY
1. The warranty period is 12 months from the date of delivery of the product by the Seller.
2. This warranty is granted exclusively to the Buyer and is valid in the territory of the
Republic of Poland.
3. The warranty granted by the Seller does not cover damage to goods
occurring during transport from the Seller's warehouse to their destination
.
4. The Seller must be immediately notified in writing by the Buyer of
any product defects detected. Otherwise, all rights under
the warranty are excluded.
5. If the Buyer does not inspect the product upon receipt and does not immediately
notify the Seller of any defect, their rights under
the warranty are excluded.
6. If any defects are discovered at a later date and the Buyer does not
inform the Seller immediately after their discovery, warranty claims
shall be excluded.
7. Subject to the above provisions, the rights under this warranty shall be available to
the Buyer only in the event of full and timely payment to the
Seller of the purchase price of the Products.
8. Under the warranty, if the Seller acknowledges a defect, the Buyer
shall have the right limited only to the free replacement of the defective part of
Product. In any case, the costs of dismantling the installed defective
Products and/or their delivery to the Seller under the warranty
shall be borne by the Buyer and shall be at its risk. If the reported
defect is not covered by the warranty, the Seller shall return the goods to
the Buyer at its expense and risk.
9. Any claims for damages related to the defect are excluded.
The Seller's liability for damages shall only arise
if the defect and damage were caused intentionally by the Seller
or as a result of gross negligence on the part of the Seller. Liability for
negligence other than gross negligence is excluded, in particular
liability for the consequences of damage, damage to property, loss of income,
loss of business, and damage resulting from third-party claims against the Buyer.
Neither the Seller nor its suppliers shall be liable for any
damage suffered by the Buyer. The above limitation of liability shall
also apply to cases of delay in delivery in whole or in part, and
shall include recourse claims against the Seller.
10. The warranty is excluded if the Product is processed by the Buyer or
combined with other products not supplied by the Seller.
11. The Parties hereby exclude in full the warranty for defects in the Products, as specified in
the provisions of the Civil Code, including Article 609 of the Civil Code.
§8. COMPLAINTS
1. The Buyer shall have the right to lodge complaints regarding the quantity or quality
of the delivered Products within the time limits specified in §7 sections 4-6. The
term “immediate” used therein shall be understood as
informing the Seller of the detected defects within a period not exceeding 7
business days.
2. The Buyer shall send the complaint report to the Seller by post, fax, or
electronically within the time limit specified above for submitting complaints. The Seller
shall consider the complaint submitted by the Buyer within 21 days from the date of
receipt of the complaint report.
3. The complaint form can be downloaded at the bottom of the page www.raro.pl in
the “Complaint form” tab.
4. Furniture elements that have undergone further processing/assembly are not subject to complaints
regarding mechanical damage.
§9. LIABILITY FOR THE PERFORMANCE OF THE SALES AGREEMENT
1.
The Seller shall in no event be liable to the Buyer, whether
under contract, tort (including negligence or
breach of statutory duty), regardless of the reason for such liability, for:
any loss of profit, benefits from undertaking a business venture, benefits
from concluding a contract, loss of income or expected savings, as well as
any damages that result indirectly.
2. The Seller shall in no event be liable, whether in
contract, tort (including negligence or breach of
statutory duty) if its failure to perform its contractual obligations
is caused by circumstances related to the performance of contracts which
it was obliged to conclude or perform on its own account due to a requirement or
instruction from the Buyer, regardless of the nature of those circumstances.
3. The Seller's liability to the Buyer, whether arising from the Sales Agreement
or from tort (including negligence or
breach of statutory duties), regardless of the reason for such liability,
shall be limited to the value of the Product from which the claim for
damages arises.
4. The limitations of the Seller's liability do not exclude or limit other
warranty obligations specified in §7 and §8 and do not constitute an exclusion or
limitation of liability for death or personal injury caused by
the negligence of the Seller or persons for whom the Seller is responsible.
§10. CONFIDENTIALITY CLAUSE
The Buyer shall treat all information provided by or on behalf of
the Seller on the basis of or in connection with the Sales Agreement as confidential. The Buyer
undertakes to keep confidential information confidential and not to disclose such
information without the prior written consent of the Seller, except where required
by law or by a competent authority, and to use confidential information solely for purposes
related to the performance of the Sales Agreement. All confidential information shall remain
the property of the Seller and, upon first request, the Buyer shall return to the Seller
all such information in written form and shall not retain any copies thereof.
§11. FORCE MAJEURE
1. Neither Party shall be liable for any delay or other breach of the Sales Agreement resulting from such
delay if such delay
is caused by reasons beyond its control. In such a case
Party shall be entitled to an appropriate extension of the time for performance of
its obligations. In the event of Force Majeure, the Party that is delayed shall
notify the other Party within 7 days.
2. The concept of Force Majeure includes, among others, earthquakes, floods, fires, riots,
wars, strikes, embargoes, energy shortages, and other events beyond the control of the Parties.
§12. INTELLECTUAL PROPERTY RIGHTS
All solutions protected as Intellectual Property Rights, including
trademarks, specifications, drawings, information, forms, instruments, tools, and other
materials related to the Products and the production process of the Products are and shall remain
the property of the Seller or an affiliated entity. The Buyer does not have and will not acquire
any rights to these rights.
§13. APPLICABLE LAW
The Sales Agreement is subject to Polish substantive law. In matters not regulated herein,
the provisions of the Civil Code shall apply.
§14. DISPUTE RESOLUTION;
JURISDICTION OF COURTS
Any disputes arising from the Sales Agreement shall be settled by common courts
with jurisdiction over the Seller's place of business, i.e. Łomża.
§15. FINAL PROVISIONS
1. The Sales Agreement may be amended or supplemented only in writing.
2. The Buyer may not transfer the rights or obligations arising from the Sales Agreement
without the Seller's consent.
3. If any provision of the GTS is found to be invalid, the remaining provisions
shall remain in force.
4. The Buyer declares that it has the authority to conclude the Sales Agreement.
5. All notifications shall be delivered to the Seller at the following address:
Center-Mebel sp. z o.o. sp. k., Al. Legionów 141F/1, 18-400 Łomża.
6. The Polish language version of the GTS shall be decisive.