(valid from 01.11.2021r.)
The following General Terms and Conditions of Sales of Fabryka Mebli Biurowych MARO Sp. z o.o. (MARO Office Furniture Ltd.) are applicable to sales/purchase agreements made with Fabryka Mebli Biurowych MARO Sp. z o.o. (hereafter: ‘MARO’, ‘MARO Office Furniture’, ‘we’, ‘us’) with registered office in 100 Fabianowska Street, 62-052 Komorniki, Poland.
2.1. The delivery of our goods and services is made solely on the basis of the following General Terms and Conditions of Sales. These General Terms and Conditions of Sales apply to all future deliveries, even if, in individual cases, those don’t clearly refer to them. Other than those General Terms and Conditions of Purchase, which application we expressly exclude, are not binding, even when those were not explicitly expressed on our part. This is also the case in Knowing about the different conditions of the Ordering Party we realized for him delivery without additional reservations. General terms of the Ordering Party do not bind us Also when - apart from the content of these General Terms - deviate from statutory regulations. These terms are no longer effective when replaced new ones.
3.1.Information, pricelists and other advertising materials addressed to unspecified recipient are for information purposes only and do not constitute an offer, but are invitation to negotiations.
3.2.Delivery of the goods takes place on the basis of a written order where conditions for its execution, with exact specification, in particular including assortment, quantity and color of ordered goods. Terms that were not written down are considered to be nonproprietary.
3.3.The contract is concluded when the Seller sends to the Buyer the “Order confirmation” or an automatically generated e-mail confirmation.
3.4.Execution of ordered goods only takes place on the basis of "Order confirmation" or an e-mail confirmation.
3.5.We reserve the right of ownership, copyrights and patent rights utility model for drawings, calculations, studies of a character consultants and other documents provided or made available to the Buyer at the conclusion of the contract. Those are for decision making process only and may not be reproduced in whole or in part or made available to third parties without our explicit written consent.
4.1.All prices quoted are net prices (without Value Added Tax). In the absence of any other provisions arising from our offer, the price does not include shipping costs (Ex Works according to INCOTERMS 2020).
4.2.The price is payable without deductions (bank charges, etc.) upon receipt of the original invoices within the deadline indicated in the invoice as payment deadline. 4.3.In case of non-payment in due time, the Buyer shall be delayed, without the need to show other premises. From the day of falling into a delay, we are entitled to charge contractual interest for late payment, according to current statutory interest rate. If higher damage is found, we reserve the right to claim additional compensation. Regardless of the possibility of calculating interest, we are entitled to suspend the remaining supplies and make those dependent on settling all late payments and due obligations towards us and securing collateral payment for future deliveries. Additionally, in the case of the Buyer failing to meet our requirements within 14 days, we can - without appointing any additional deadlines - withdraw from the contract for all or selected accepted orders until now not completed orders. The above mentioned deprive the Buyer to raise any claims against us.
4.4.Irrespective of the Buyer’s indications, payments are cleared in the sequence of the earliest payments due. In case of additional costs and interest charges on arrears are payable to us, regardless of the Buyer’s indications, payments will clear costs and interest in the first place, and later pay for the main receivables.
4.5.In case of conceiving a suspicion about Buyer’s insolvency or lack of credit capacity of the Buyer, the Buyer delayed with the payment or has declared bankruptcy or has applied to open arrangement proceedings, we can refrain from completing submitted orders, unrealized orders or make their completion dependent upon submission of the security we have specified or upon advance payment for the remainder of the order, and in the case of non-redress to our request to withdraw from all contracts. The Buyer shall not be entitled thereto against us any claims.
4.6.If the right of withdrawal is exercised, the Buyer will reimburse in full all the documented inputs (orders produced up to the date). This does not violate the right of inquiry by us to further claim damages. In circumstances indicated above, we are also entitled to further prohibit the Buyer to resale our goods and to regain unpaid goods at the cost of the Buyer.
4.7.Right to make a deduction is only available to the Ordering Party, if the claim against us is a valid court judgment or has been expressly acknowledged by us in writing. However, the claimant is not entitled to make a deduction with the amount he has received by way of a transfer. The Buyer is not entitled to suspend payment under any circumstance and at any time.
5.1.Information about properties of the goods is included in the valid contractual terms of the product, which can be viewed at any time at our headquarters or, at the request of the Buyer, may be sent at any time.
5.2.We are not responsible for the compatibility of the product with the interior it is intended for.
5.3.We are not liable for any damages caused, if the goods ordered by the Buyer are not intended for normal use only or will be used in non-standard conditions.
5.4.We are not responsible for the fact that individual parts may differ slightly in color from one another as well as color changes depending on the weather and climate conditions, in particular resulting from extreme humidity, heat and color fading resulting from uneven illumination.
5.5.We are not responsible for minor inconsistencies in the dimensions of the ordered goods.
5.6.We are not responsible for the assembly of the product unless otherwise specified in the contract or order confirmation.
5.7.We also do not accept any liability for the suitability of the goods ordered by us in order to achieve the intended purpose of the Buyer, assuming that the Buyer has appropriately assessed the conditions to use of the goods, the space available and the proper design of the premises in which the goods will be located.
5.8.Misuse as well as improper assembly can have negative impact on the property and suitability for use of our products. Please adhere to our assembly instructions, which will be made available at the request of the Buyer.
6.1.We are obliged to deliver the goods only, if our offer, contract or order confirmation provides so.
6.2.In this case, the specified delivery time begins only until the ordering party has provided all documents and information necessary for fulfilling delivery.
6.3.The goods will be packaged, labeled and described in a manner appropriate to particular Supplier. Individual batches in subsequent deliveries may vary in packaging.
6.4.We are liable for damages resulting from mechanical defects of the goods caused by improper packaging or lack of proper packaging during transport, only in the case of own delivery.
6.5.We are not responsible for any damage caused by improper storage of the goods in Supplier’s warehouse.
6.6.In the event of force majeure or other unforeseeable, extraordinary or non-culpable circumstances such as: non-performance of deliveries of our suppliers, disruption of our work caused by fire, water and other circumstances, failure of production facilities and machinery, strike and lockout, disruption in delivery of energy, inability to transport, activities of government bodies (even if the above mentioned scenarios occur in our Suppliers) - we reserve the right – if the above circumstances cause nonculpable delay in performance of the obligation – to postpone the delivery or fulfillment of the service for the duration of the obstacle and appropriate period of time necessary to resume the supply . In any case, however, the Ordering Member shall, however, have the right to appoint us in writing an additional deadline of not less than 2 weeks if the agreed delivery time has been exceeded for at least 3 weeks. After the expiry of the additional deadline, the Applicant may withdraw from the contract, the right to withdraw from the contract does not benefit the Purchaser if he himself is delayed from receipt. The ordering party shall not be liable in any way for us.
6.7.Partial deliveries / deliveries in parts shall be accepted. In the event that the order has been partially executed by us, the above-mentioned entitlement of the Buyer (in particular the right of withdrawal) is vested in the Buyer only for the parts that were not carried out.
6.8.In case of failure of the Buyer to pick up the ordered goods at the agreed time, we are entitled, after notifying the Buyer for the second time and ineffective expiry of the second notification, to sell the ordered goods on the free market. The price achieved will be credited to our receivables for payment of the goods we have c ollected. The foregoing does not limit our right to pursue further claims to the Buyer, including in particular a possible price difference.
6.9.In the case of failure to deliver the ordered goods from our side, the Buyer, after the expiry of period specified in § 6.6., is entitled only to withdraw from the contract and to claim damages. Compensation covers typical and foreseeable damages at the time of signing the contract and its maximum value is 1% of the net value of the goods for each full week of delay, but not more than 5% of the net value of the goods. The right to withdraw from the contract does not benefit the Buyer if one is delayed oneself / delayed with picking up the ordered goods.
7.1.If it is not clearly stated that the subject of the order will be delivered at our cost and at our risk, to the final destination indicated by the Buyer, the passage of the accidental loss or damage of the ordered goods shall occur at the time when the responsible person signed Shipping Note or at the moment the goods leave our production facility / warehouse. No matter whether the transportation is made using our own means of transport or whether it will be commissioned by us to a third party and regardless of whether the transport costs are incurred by us, the loading of the goods is the responsibility of the Ordering Party.
7.2.In the case of delay of receipt of goods for reasons lying on the side of the Buyer, the danger of loss or damage of the goods occurs when the goods are ready to be picked up.
8.1.The Buyer is entitled to claim any defects of the goods only, if one has fulfilled the obligation to investigate the subject of delivery and the obligation to notify us about the findings in accordance with the law and / or these General Terms and Conditions of Sales. The Buyer will notify us in writing within 5 working days of dispatching the goods. The Buyer is responsible to exhaustively describe detectable defects. On concealed or not detectable defects, the Buyer shall notify us in writing within 5 working days from the day of discovery. Failing to do so will result in loosing guaranty for the discovered defects. Undertaking inspection of the reported defects or actions to remove a defect does not preclude the possibility of raising a complaint by us concerning late or incorrect defect notification.
8.2.We shall not be liable for defects resulting from natural wear and tear, failure to adhere to the instructions and recommendations given, unauthorized alterations to the delivered, assembled and / or used goods. The above also applies to the incorrect assembly of goods by the Buyer or third parties, as well as improper use, unloading, storage of the goods.
8.3.Our liability under the warranty shall expire after 1 (one) year starting from the acceptance of goods by the Buyer. In the event of a defect we commit ourselves, at our sole discretion, either to fix the defect or to supply new product. In the case where the goods were already unsuccessfully twice repaired or exchanged, the Buyer may demand a proportional price reduction or withdrawal from the contract, and any further claims shall be available to the Buyer only within the scope specified in §8.
8.4.In case of claiming defects by the Buyer that fall under the guarantee, the Buyer has the obligation to appoint us an appropriate deadline, the deadline is deemed appropriate, if it is at least 30 working days from the day of the notification. We may refuse to remove the defect or deliver a defect-free good, if it involved disproportionately high costs. High costs that exceed 30% of the value of the good sold should be considered as disproportionately high.
8.5.All necessary costs associated with the removal of a defect or replacement of the goods that are free of defects, in particular the costs of transport, labor or materials, shall be borne by us, unless these costs increase due to the fact that the goods have been shipped elsewhere than the place of original delivery. The defect goods become our property.
8.6.If we do not find defects of the goods, all costs related to the control/inspection of the goods will be borne by the Buyer.
8.7.Guarantee claims can be made directly to us by the Buyer; These claims cannot be transferred to third parties.
8.8.In the case of irrelevant defects, the Buyer shall not be entitled to withdraw from the contract or refuse to accept the goods.
8.9.In the event that we give you a guarantee for the goods being sold, Terms and Conditions of such a guarantee are specified in a separate document. For nonregulated warranty coverage, these General Terms and Conditions of Sales apply.
9.1.Unless otherwise stated in these General Terms and Conditions of Sales, we are solely responsible for violating material contractual, non-contractual and statutory obligations, and only in the event of intentional or gross negligence. This also applies to our salesmen, sales representatives and people that were responsible to deliver these duties. Subject to the following limits, the damage is shown only to the extent that the occurrence and height of the breach - as a typical consequence of the breach of our obligations - were able to predict at the time the contract was concluded and impossible to prevent / reduce by the Buyer.
9.2.We are not liable for any damages other than damages on the goods delivered. In particular, we are not responsible for lost benefits and other property damage of the Buyer and its contractors, as well as culpa in contrahendo.
9.3.The burden of proving that a defect has arisen prior to the passing of the danger of accidental loss or damage or resulting from a cause already prevailing the item from being sold stays with the Buyer.
9.4.Liability for damages resulting from anything other than guilt are excluded, unless such exclusion is legally permitted.
10.1. All our deliveries and services are subject to ownership rights. Ownership of the delivered goods is transferred to the Buyer only when one regulates amounts due in respect of our business relationship, both with the Buyer and with the entities included in one’s capital group, together with the incidental costs associated with the subject matter of delivery. It concerns all receivables/amounts due, regardless of their legal basis, including conditional or future claims, as well as the case in which the Paying Party indicated where the claims were to be credited. In current settlements, the ownership of the goods is considered as collateral for the debt balance.
10.2. In the case of late payments, we are entitled to the right to immediately demand return of the goods and the ordering party is obliged to issue the goods to us. Execution of the above request will not affect the validity of the contract concluded between us and the Buyer, nor will the ability to pursue any further claims. Claiming such a claim is tantamount to withdrawing from the contract will be expressed by us in writing.
The law of the Republic of Poland, except for the United Nations Convention on Contracts for International Sales, is applicable. The competent court is the common court in Poznań. Irrespective of the above, we are entitled to sue the Buyer in the place of business / place of residence.
12.1 In the case of delivery made in accordance with the model, example supplied by the Buyer or delivery where materials supplied by the Buyer were used, the Buyer shall ensure the inviolability of the rights of third parties in the territory of the Republic of Poland (copyrights, patents, etc.). We will notify the Buyer of any knowledge we have about the rights of third parties and / or submitted by third parties. The Buyer will release from us any third party claims and repair the resulting damage. In the case of third party claims related to the manufactured or delivered goods, we are entitled to stop all work until the case is resolved between the Buyer and the third party. In the event that due to delays subsequent execution of the contract would be an undue nuisance, we are also entitled to withdraw from the contract. In the above cases, the Buyer cannot have any claims against us.
12.2 Patterns given to us in case no contract has been concluded, are only returned to the Buyer at his request. Otherwise those will be destroyed by us. The above obligation also applies to the Buyer accordingly.
12.3 We are entitled to copyrights and other industrial property rights, in particular the right of use and unrestricted use, to the designs, models, forms created by us a third party on our behalf.
Where in the General Terms and Conditions of Sales ‘in writing’ is stated, it also means by telefax and e-mail.
Any possible invalidity of individual provisions of the General Terms of Contracts will not invalidate the other provisions and agreements. The invalid provisions will be replaced by valid provisions that in a closest economic sense correspond to the invalid provisions.
The following General Terms and Conditions of Sales was written in Polish and later translated to English. Although it is the Polish text which may prevail before the Court.
(valid from 01.11.2021r.)