TERMS AND CONDITIONS FOR SALE OF PRODUCTS

GENERAL PROVISIONS

  1. Applicability

  1. The following Terms and Conditions (“Terms”) shall apply to the sale of Products from Seller to Buyer under this Agreement. Seller:. Perrot Polska sp. z o.o. (limited liability company) located in Ustroń, Kreta Str. 2,43-450 Ustroń, register of entrepreneurs kept by the District Court of the 6th Business Division in Bielsko-Biała under KRS number 0000121149, with the share capital of PLN 892,500.00 with the NIP number 5480016132; hereinafter referred to as the "Seller"

  2. Clause headings are used for purposes of convenience only and shall not affect the construction or interpretation of these Terms.

  3. Provisions of Article 13 below apply only to contracts regarding goods and services offered to consumers (B2C). Other provisions of these Terms also apply to consumers, excluding where indicated otherwise. For the purpose of these Terms a "consumer" means a natural person who enters into a contract with the Seller, for purposes not directly related to his/her economic or professional activity.

 

  1. Entire Agreement

  1. The Order Confirmation, these Terms and all documents attached hereto (collectively, the “Agreement”) contain all of the terms the Parties have agreed upon in relation to the sale of Products between the Seller and Buyer, and all other oral or written agreements, quotations, understandings or representations, and Buyer’s terms and conditions which are in addition to or inconsistent with the terms and conditions herein are rejected. Neither Seller nor Buyer has been induced to enter into this Agreement by a statement or promise which the Agreement does not contain.

 

  1. Order Confirmations

  1. Offers, including information about deliveries and other services do not constitute an offer within the meaning of the Act of 23 April 1964 (“Civil Code”) but instead constitute an invitation to contract with the meaning of Article 71 of the Civil Code Offers are always non-binding, unless they are expressly stated as binding. The documents, such as illustrations, drawings, weights and measurements, which are part of the offer, are only approximate.

  1. Buyer’s order will be considered accepted by Seller only after Seller has issued a written Order Confirmation to Buyer.

  1. In case Buyer cancels an accepted order or the Agreement is not executed due to causes attributable to Buyer, Seller will charge to Buyer an amount 100% of the Seller’s accepted net order amount.. This provision does not apply to consumers.

 

  1. Scope, Quantity, Quality

    1. Seller shall sell and Buyer shall buy the Products as described in the Order Confirmation.

    2. The quantity of Products to be sold is that indicated in Seller’s Order Confirmation.

    3. The Products shall be of a quality described in Seller’s catalogue, and the Order Confirmation.

 

  1. Delivery, title and risks

    1. Delivery estimates are made in good faith and are subject to delay due to government restrictions, fires, strikes or other causes beyond Seller’s control, including those force majeure events listed in Article 9.

    2. Any equipment required for unloading delivered Products is the responsibility of the Buyer. It is not the responsibility of the Seller or the delivery driver to assist in the unloading process.

    3. All claims for shortage or damage upon delivery must be submitted in writing to the freight carrier directly and to: Perrot-Polska Sp. Z o.o Ul. Józefa Kreta 2
      43-450 Ustroń Poland within 3 days of receipt of goods. A legible copy of the bill of lading must also be included to verify receipt of Product. Seller is not liable for damage or loss occurring during shipment.

    4. Acceptance of shipped Product by Buyer is the responsibility of the Buyer including proper count of Product(s) and inspection of the Product.

    5. Title and any risk of loss in connection with the Products shall pass from the Seller to the Buyer at the date of delivery to the Buyer according to when the goods are delivered Ex Works at Perrot-Polska warehouse. This applies even if Seller is arranging and paying for shipping, delivery, or if Seller is arranging insurance at Buyer’s cost.

    6. The provisions of Article 5.3 – 5.5 do not apply to consumers.

 

  1. Price and payment

    1. Price of the Products will be the price indicated in the Order Confirmation.

    2. Unless otherwise stated in the Order Confirmation, prices include standard packing by Seller whereas any special packing will be for Buyer’s account.

    3. Payments must be remitted by Buyer within and not later than the date indicated in Seller’s invoices.

    4. If Buyer fails to remit payment in full to Seller when due, Seller shall be entitled, without prejudice to any other right or remedy it may have, to:

  1. or suspend any further delivery to Buyer under any order; and

  2. Charge the Buyer interest accrued on the overdue amount at the rate of statutory interest

    1. Seller will be entitled to set off against any payment owed to the Buyer, the amounts owed to Seller by the Buyer under the Agreement or any other title. This provision does not apply to consumers.

 

  1. Invoicing

    1. Seller will issue an invoice on the basis of the quantity indicated in the Order Confirmation. Amounts due under such invoice shall be expressed in Polish zloty (PLN) and/or in euro (EUR).

    2. The total amount of the invoice is net of any Bank expenses.

 

  1. Warranties and liabilities

    1. Seller’s warranties with reference to the Products are those expressly indicated in the Seller’s written warranty (“Warranty”). Seller’s liability as well as Buyer’s remedies shall be limited to those express Warranty terms provided therein.

    2. If Buyer wishes to rely upon the Warranty, it must inspect the Products and notify Seller in writing of any apparent defects of the Products within seventy-two (72) hours of delivery. Warranty claims by Buyer not made within such timeframe are time-barred. In the absence of such notification, the Products are deemed accepted by Buyer and consistent with those indicated in the Order Confirmation.

    3. Buyer shall notify Seller in writing of latent defects within seventy-two (72) hours from the discovery of such defect or from the date it should have discovered the defect by exercising due diligence.

    4. Seller shall bear no liability for Product defects or damage arising from:

  1. Ordinary use, or

  2. Product installation, or

  3. Modification or repair of the Product by third parties, or

  4. Consequent to an event affecting the Product.

    1. Seller is not liable for indirect or consequential damages, such as damage to vegetation, crops, or other property.

    2. Except in the case of Seller’s willful misconduct, Sellers’ maximum liability to Buyer for failure to meet quality specifications or to supply any quantity of Product for which Seller is

responsible shall be the agreed selling price for the Product. This provision does not apply to consumers.

    1. The provisions of Article 8.5 – 8.6 do not apply to consumers

 

  1. Force Majeure

    1. Neither Seller nor Buyer shall be liable for delay or failure to perform under the Agreement when performance is prevented either totally or partially by a 'force majeure' event which includes, but is not limited to, acts of God, fire, acts of public enemy, hostilities, war (declared or undeclared), acts or requests of any government, blockage, exceptional weather conditions such as floods, storms, earthquakes, labor disturbances, strikes, riots, insurrections, civil commotion, quarantine restrictions, epidemics, accidents, breakdown or injury to production, manufacturing, selling or delivery facilities, partial or total interruption to or loss or shortage of transportation facilities, or other similar acts of civil or military authorities which shall not be reasonably within the control of the party affected thereby. Upon giving prompt notice of any such occurrence or event to the other party, Buyer and Seller shall be relieved of their obligations under the Agreement to the extent its particular obligation or obligations are affected by such occurrence or event.

    2. Any party relying on the force majeure provision in Article 9.1 above shall give the other party prompt written notice specifying the cause and, where known, the anticipated duration of the force majeure situation. The affected party must also provide the other party with written notice when the force majeure situation no longer exists.

    3. Nothing shall relieve Buyer of the obligation to pay in full for any Products sold and delivered prior to the force majeure situation and for all other amounts due to party under the Agreement.

    4. If the force majeure situation persists for a period of two (2) months or longer, either party may terminate their obligations under the Agreement by providing written notice to the other party.
      9.5 If Seller’s ability to fulfill an accepted order is affected by a force majeure event, Seller may, at its option:

  1. Extend the date of delivery;

  2. Substitute the Products with equivalent ones upon the Buyer’s approval;

  3. Cancel the order without liability to Buyer for breach.

 

  1. Intellectual Property, trademarks, and advertising

    1. Buyer acknowledges that all intellectual property rights in and relating to the Products belong to and shall remain with Seller and/or its affiliates and third party licensors and Buyer shall acquire no rights, title or interest in or to the same.

    2. Buyer shall not perform and may not authorize a third party to perform any act that may endanger the trademarks or other intellectual property rights owned by Seller and its affiliates in relation to the Products. In particular, Buyer may not obscure, alter or remove in any manner the trademarks and/or other distinctive features, whether imprinted or attached, that are part of Seller or its affiliates’ Products and may not include or attach any other features thereto.

    3. Buyer shall not use or attempt to register any of Seller or its affiliates’ trademarks or confusingly similar trademarks either alone or with any other word or words as part of Buyer’s trade, corporate name or domain name (s).

    4. Buyer will not disclose confidential information by, of, for, and/or between Seller and Buyer, particularly technical and business information, to any third party.

 

CONDITIONS OF SALE TO CONSUMERS

  1. Placing an Order

    1. To place an order (i.e. in order to purchase goods or services from the Seller) and enter into a contract with the Seller, the consumer may:

  1. Send an inquiry via email; or

  2. State the inquiry via phone call or direct conversation with a representative of the Seller.

    1. Upon receipt of consumer inquiry, in which the consumer will state his/her requirements regarding the order, the Seller will prepare an offer in the form of an e-mail message, specifying: the item ordered, quantity, quotation (including discounts, if any), payment conditions, delivery time and specifications, and explicitly state that, by the consumer accepting this offer with the action of placing an order via email, phone call or in direct conversation with a representative of the Seller, the consumer consents and enters into a contract to order goods/services with an obligation to pay.

    2. Every offer shall expire within 30 days of being made by the Seller. Confirmation by the consumer within this period means that the order was received and accepted by the Seller.

    3. The contract between a consumer and the Seller is concluded at the moment the confirmation is made by the consumer. The contract is concluded in Polish language and incorporates these Terms and Conditions.

  1. Orders and Delivery

    1. The prices of goods/services are given in their gross amount in Polish zloty (PLN)/in euro (EUR). Prices do not include shipping costs, unless otherwise agreed. The value added tax in the respective statutory amount will be added.

    2. The consumer may pay for the order by a wire transfer, made to the Seller’s bank account provided in the email containing the order confirmation, within 14 days of placing the order (the order will not be carried out until payment has been made) or with cash at the time the order is delivered.

    3. The order is shipped by the Seller within 48 hours (or other period if so agreed upon with the consumer) of the date the acceptance of the offer (if cash is to be paid on delivery) or of the date the payment appears in the Seller’s bank account (if the wire transfer method of payment is chosen).

    4. The Seller is obliged to deliver the goods free of defects or flaws.

    5. Detailed information about shipping costs and possible shipping cost exemptions is provided at the time the consumer expresses their wish to enter into a contract.

    6. Upon delivery of the ordered goods, the consumer should examine the contents of the shipment. If the following issues are detected: (i) damage to the packaging; (ii) mechanical damage to the contents of the shipment; (iii) lack of certain content; or (iv) nonconformity of the contents with the order, the consumer has the right to refuse to accept the shipment.

 

  1. Right of Withdrawal

    1. A consumer has the right to withdraw from a distance contract, without giving any reason, by making an unequivocal statement within 14 days of the day on which the consumer, or a third party other than the carrier and indicated by the consumer, acquires physical possession of the contents of the order.

    2. To exercise the right of withdrawal, a consumer must inform the Seller of its decision by making an unequivocal statement to withdraw (e.g. via a letter sent by post or email).

    3. In the event of withdrawal, the Seller shall reimburse all payments received from the consumer, including, if applicable, the costs of delivery. The Seller shall not be required to reimburse the supplementary costs, if the consumer has expressly opted for a type of delivery other than the least expensive type of standard delivery offered by the Seller. The Seller reimburses the payments without undue delay and, in any event, not later than 14 days from the day on which the Seller is informed of the consumer’s decision to withdraw from the contract. The Seller may withhold the reimbursement until the Seller has received the contents of the order back, or until the consumer has supplied evidence of having sent back the contents of the order, whichever is the earliest. The Seller shall carry out the reimbursement using the same means of payment as the consumer used for the initial transaction, unless the consumer has expressly agreed otherwise.

    4. In the event the contract is withdrawn, it is considered to have never been concluded. The consumer shall be liable for any diminished value of the contents of the order resulting from the handling of the contents of the order, other than what is necessary to establish the nature, characteristics and functioning of it.

    5. The consumer shall send back the contents of the order to the Seller, without undue delay and, in any event, not later than 14 days from the day on which the consumer has communicated his decision to withdraw from the contract.

    6. Orders that are being returned by the consumer shall be packed in an appropriate way, preventing any damage during transport. The contents of the order shall be returned together with the complete set of supplied equipment and accessories, as well as with documents that were handed over because of the sale.

    7. The consumer shall bear the shipping costs and corresponding packaging costs with regard to the contents of the order that are being returned.

    8. The consumer has no right to withdraw from a contract if the supplied contents of the order are non-prefabricated but was made to the consumer’s specifications or is clearly customized. This does not exclude other rights of the consumer, in accordance with Article 16.3.

    9. If the Seller deems the return conducted in full, the Seller shall reimburse the appropriate payment without undue delay.

 

  1. Rights related to Nonconformity with the Contract, Complaints

    1. The Seller is responsible for any physical defects and legal flaws of the order within the bounds set forth in the Civil Code.

    2. None of these Terms and Conditions violates or limits the consumer’s rights which stem from applicable laws within the Republic of Poland. Should any term be found to be of such character, the applicable regulations of the Civil Code or the Act on Consumer Rights shall apply instead.

    3. The consumer can place their complaints directly with the sales representatives of the Seller or send their complaints via a letter to the address: PERROT POLSKA Sp. z o.o., ul. Kreta 2, 43-450 Ustroń, Poland or email to the address: perrot@perrot.pl.

    4. The consumer should provide their name, surname, address and the type of irregularity or malfunction when making a complaint.

    5. The Seller should evaluate the complaint within 30 calendar days of it being made and notify the consumer via email or telephone about the result of such evaluation without any undue delay.

    6. In the event that the information included in the complaint is deficient and additional data is required for its evaluation, the Seller shall request that the consumer provides this. The time for evaluating the complaint shall be extended by the number of days it takes the consumer to provide the requested information.

    7. The consumer has the right to have his/her complaints resolved and redress sought:

a. through mediation before the Silesian Regional Trade Inspection

b. in the permanent consumer courts of arbitration established under the Silesian Regional Trade Inspection.

    1. Mediation mentioned in sub-section 1. above is possible after the consumer has made an application to the Silesian Regional Trade Inspection.

    2. The permanent courts of arbitration mentioned in sub-section 2. above are competent after the consumer has made an application to the appropriate permanent consumer court of arbitration.

 

  1. Personal Data Protection

    1. In accordance with the Polish Act of 29 August 1997 on the protection of personal data, the data controller of consumers’ personal data is the Seller.

    2. The Seller ensures the safety of consumers’ personal data and the Seller has implemented appropriate technical and organizational security measures to protect the personal data to be processed against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. These measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art.

    3. A consumer has the right to verify, review and correct his/her personal data processed by the Seller. A consumer can exercise this right by sending a relevant request to the following email to the address: perrot@perrot.pl

    4. Though consumers provide their personal data to the Seller voluntarily, refusal to provide them makes entry into the contract with the Seller impossible.

    5. Personal data provided to the Seller will be used by the Seller exclusively for the following purposes: (i) placing orders, processing payments; (ii) processing complaints and providing support to consumers; (iii) contacting consumers and replying to correspondence sent to the Seller; (iv) direct marketing (based on consumer’s preferences), (v) shipping and warranty services.

 

FINAL PROVISIONS

  1. Final Provisions

    1. The relations between contracting parties are governed exclusively by the laws of Poland. The UN Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

    2. The Terms and Conditions can be changed for important reasons stemming from, in particular, technical or legal factors. The Seller shall notify consumers directly about changes to the Terms and Conditions. Text of the amendment of Terms and Conditions shall posted on the Seller’s website www. perot.pl and available in main office. The changes to the Terms and Conditions apply and are effective after a specified period of time indicated by the Seller, which cannot be shorter than 14 days from the day the consolidated version of the Terms and Conditions was uploaded.

    3. In matters not covered by the Terms and Conditions, relevant and appropriate regulations of Polish law shall apply to sale to consumers, in particular (that is not exclusively) regulations of the Civil Code, the Act on Consumer Rights and the Act on the provision of services by electronic means of 18 July 2002.

    4. The Terms and Conditions enter into force on April 1., 2018.