GENERAL TERMS OF SALE

RARO sp. z o.o. sp. k.

An integral part of the General Terms of Sale is the In-house Standard for the production 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 of Sale of RARO sp. z o.o. sp. k. – in accordance with Article 384 of the Civil Code – have been accepted by the Parties, bind them, and constitute the content of the Sales Agreement unless otherwise provided.
2. Unless otherwise provided, the terms used in the General Terms of Sale shall have the following meanings: a. GTS – these General Terms of Sale, b. Sales Agreement – an agreement, the subject of which is the sale of Products concluded between the Seller and the Buyer in accordance with these GTS, c. Seller – RARO sp. z o.o. sp. k. with its registered office in Warsaw, ul. Mazowiecka 12/36, 00-048 Warsaw, entered into the Register of Entrepreneurs by the District Court in Warsaw, 12th Commercial Division of the National Court Register under number KRS 0001005730, NIP: 7182163868, REGON: 523833637, d. Commercial Outlet – each of the points of sale run by the Seller, e. Buyer – an entity purchasing products within the framework of its business activity, or a Consumer, f. Products – goods and services that are the subject of the Sales Agreement, g. Order – an order for the sale of Products placed with the Seller by the Buyer in accordance with these GTS, h. Price List – a list of Product prices applicable to the Parties.
3. These GTS apply to all Sales Agreements, as well as to 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, concerning the execution of sales agreements for Products.
4. The GTS may be modified, changed, or some of their provisions excluded from application by the Seller. Changes to the GTS are binding on the Buyer from the date they are delivered to the Buyer in the same form and manner in which the GTS were delivered to the Buyer.
5. In the event of any discrepancies 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 detailed annexes.
6. In the event that the INCOTERMS conditions are established in the Sales Agreement, the GTS regulations deviating from the established INCOTERMS conditions shall take precedence unless otherwise agreed by the Parties 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 will 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 will be placed by the Buyer verbally (to a Seller’s employee at the Seller’s Commercial Outlet), by telephone, in writing, or via email.
3. Within 7 days from the date of placing the Order, the Seller is entitled to make a statement (verbally, by telephone, in writing, or via email) refusing to accept the order. Simultaneously with the refusal to accept the order, the Seller is entitled to propose a correction to the Order, and its acceptance by the Buyer will be treated as placing a new Order. The Seller’s use of the above right to refuse to accept the Order does not give rise to any claims by the Buyer against the Seller (in particular, compensation claims).
4. Orders are executed within the deadlines specified by the Seller. Orders can be executed once or in parts according to the schedule indicated by the Seller. In cases where the Buyer indicates an expected delivery date in the Order, the Seller has the right to refuse to execute such an Order (§ 2(3) applies accordingly).
5. If the delivery of the Products in whole or in part cannot be made on time, the Seller is obliged to immediately notify the Buyer and agree on a new delivery date with the Buyer.

§3. PRODUCT COLLECTION

1. Unless otherwise provided, the delivery of the ordered Products and their collection by the Buyer will take place at the Seller’s Commercial Outlet where the Order was placed. In the case of Orders placed in writing or via email, the Buyer indicates in the Order at which of the Seller’s Commercial Outlets the Products are to be collected. The Parties may agree on different delivery and collection conditions whereby the Seller delivers (at the Buyer’s cost and risk) the Products to the collection point indicated by the Buyer. In this latter case, the Buyer is responsible for unloading the delivered Products.
2. The document confirming the delivery of the Products to the Buyer will be a VAT invoice issued by the Seller at the time of collection of the Products by the Buyer. The delivery date of the Products is considered the date of issuance of the VAT invoice to the Buyer.
3. All risks and costs associated with the Products pass to the Buyer at the time of collection of the Products.
4. Ownership of the Products passes to the Buyer at the time of 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 ownership are sold by the Buyer to a subsequent buyer before fully settling the required payment, the Buyer hereby assigns to the Seller the receivable against future buyers for the payment of the purchase price. In such a situation, the Buyer is obliged to inform the buyer of the assignment of the receivable, with a copy to the Seller, under the penalty of withholding the performance of all or some agreements concluded with the Buyer by the Seller. To the extent that the validity of the retention of ownership in favor of the Seller is subject to certain conditions or requires compliance with a certain form in the destination country, the Buyer is obliged to meet these requirements under the penalty of withholding the performance of all or some agreements concluded with the Buyer by the Seller. Moreover, the Buyer is obliged to deliver the goods to the buyer even in the case of retention of ownership in favor of the Seller extended by the assignment of the receivable for the payment of the purchase price. Processing or combining the Seller’s goods with other movable items results in the creation of co-ownership of the Seller in these items in proportion to the price of the Seller’s Products to the price of these movable items. The right of co-ownership in these items cannot be transferred to the Buyer until the latter has paid the purchase price in full. The Buyer agrees to demand the establishment of a prohibition on transferring ownership of the goods in agreements with third parties under the penalty of withholding the performance of all or some agreements concluded with the Buyer by the Seller.

§4. SURPLUS 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 for the Products in the quantities that have been received by him.

§5. PRICE

1. The Products will be sold to the Buyer at the prices specified in the price lists applicable on the day of sale, and in their absence, at the prices indicated on the displayed Products or at individually agreed prices.
2. The Seller reserves the right to change the sale prices of the Products, in particular, to change the prices specified in the price lists. The Seller will inform the Buyer about the price changes by posting a new price list on the website or by correcting the prices indicated on the displayed Products. The new prices will apply from the moment of posting the price list on the Seller’s website or correcting the prices indicated on the displayed Products.
3. Unless otherwise specified, all given prices are net prices, and the Seller will add VAT at the rate applicable on the delivery date of the Products.
4. Discounts or price reductions may be granted only on the basis of a written agreement of both Parties to the Agreement. Discounts or reductions may be agreed by the Parties on a permanent basis or on a one-time basis for a specific Order.
5. Unless otherwise agreed by the Parties, payment for the delivered Products is due within 14 days from the date of their delivery to the Buyer. The Seller is entitled to condition the execution of the Order on the Buyer’s advance payment towards the purchase price or full prepayment of the price for the ordered Products. Payment will be made based on a VAT invoice issued by the Seller at the time of delivery of the Products, and in the case of prepayments or advances, based on appropriate accounting documents issued at the time of placing the Order.
6. The Buyer is entitled to set off claims against the Seller with the Seller’s claims against the Buyer arising from the Sales Agreement only when his claims against the Seller arise from the Sales Agreement and are determined by a final court decision or other body authorized to settle disputes concerning the claim or have been acknowledged in writing by the Seller.

§6. ACCOUNTING DOCUMENTS

1. The accounting document will be a VAT invoice issued in accordance with the actual state of affairs and generally applicable tax regulations.
2. All payments will be made in cash or non-cash by bank transfer to the Seller’s bank account indicated on the VAT invoice. The payment date is considered the date of receipt of funds in 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 within the territory of the Republic of Poland.
3. The warranty granted by the Seller does not cover damage