GENERAL TERMS OF SALE
applicable to contracts concluded by Roulunds Braking ApS, Hestehaven 43, DK-5260 Odense S
§1 GENERAL PROVISIONS
- These General Terms of Sale (hereinafter referred to as GTS) are valid from December 1, 2018, and define the rules for concluding sales contracts for goods sold by Roulunds Braking ApS, Hestehaven 43, DK-5260 Odense S, office in Poland: Jana Pawła II 26, 05-250 Słupno, NIP: PL5263089342, CVR-nr 26931452.
- GTS are an integral part of every sales contract and delivery of commercial goods concluded by Roulunds Braking ApS with the entity purchasing the goods.
- GTS are available before the contract is concluded in written form at the Seller’s office or on the website: www.fomar.com.pl.
- Amendments to GTS can be made in writing under pain of nullity.
- Any additional arrangements or different agreements between the parties take precedence over GTS if they have been agreed upon and confirmed in writing by the Parties.
§2 DEFINITIONS
- Seller – Roulunds Braking ApS, Hestehaven 43, DK-5260 Odense S, office in Poland: Jana Pawła II 26, 05-250 Słupno, NIP: PL5263089342, CVR-nr 26931452.
- Buyer – a legal entity, an organizational unit without legal personality, a natural person conducting business activities.
- Seller’s Office – the warehouse located at: 05-250 Słupno, Jana Pawła II 26.
- Goods – products offered by the Seller.
§3 ORDERS. SALE OF GOODS
- All information about the products placed on the Seller’s website: http://www.fomar.com.pl and in catalogues and information brochures do not constitute an offer within the meaning of the Civil Code and are for information purposes only.
- The sale of goods is based on a written order. The order should include the following information: a) Name of the Buyer, b) Tax Identification Number of the Buyer, c) Exact specification of the type of goods (name of the goods, symbol), d) Quantity of the ordered goods, e) Address for the delivery of the goods.
- The effective conclusion of the sales contract is based on a written order from the Buyer sent by email to the contact person from the Customer Service Department and a written confirmation of the order by the Seller sent by email to the address indicated by the Buyer in the order. The lack of a written response from the Seller to the order does not mean tacit acceptance of the order for execution.
- The cancellation of the entire or part of the order by the Buyer, as well as the introduction of changes to the placed order after receiving the order confirmation from the Seller, is possible only after prior agreement on the cancellation conditions with the Seller. In the event of order cancellation by the Buyer, the Seller has the right to charge the Buyer with all actual costs incurred in connection with the execution of the order.
- The Seller is not responsible for non-performance or improper performance of the obligation if the inability to perform the service occurred due to force majeure as understood by the provisions of the Civil Code (force majeure is understood as circumstances beyond the control of the parties and impossible to foresee, e.g. fire, strikes, floods, embargo, energy restrictions, transport disruptions, earthquakes, etc.).
§4 METHOD, TERMS, AND CONDITIONS OF DELIVERY
- The lack of a written response from the Buyer within 24 hours of receiving the order confirmation from the Seller is tantamount to the Buyer’s consent to the execution of the order and acceptance of the General Terms of Sale.
- The delivery time for ordered goods available in the warehouse in Poland is 15 working days from the date of the Seller’s order confirmation or after the expiry of the period mentioned in point 1§ 4, unless individual arrangements between the Parties state otherwise.
- In the case of the Buyer’s collection of goods from the Seller’s warehouse, the Seller prepares the ordered goods for collection on the date specified in the order confirmation. The Buyer is obliged to collect the goods on the agreed date or after being notified by the Seller of the readiness of the goods for collection.
- If, under the incoterms FCA Słupno, the Buyer decides to use the delivery of goods conducted by the means of transport hired by the Seller, the delivery costs and other additional services are charged to the Buyer, unless otherwise agreed.
- The Seller is not responsible for damage or loss of goods or other damages resulting from the non-performance or improper performance of the service by the carrier performing the transport of the goods.
- The risk of accidental loss or damage to the Goods passes to the Buyer at the moment of handing over the Goods to the person authorized to receive them by the Buyer, including the forwarder or carrier.
- The Seller is not responsible for delays in the execution of deliveries if they are caused by circumstances beyond its control, including force majeure events.
- In the event of delays in the delivery of goods beyond the Seller’s control, the Seller informs the Buyer of the cause of the delay and the new expected date for order fulfilment, and the order fulfilment date is extended by the duration of the obstacle preventing the Seller from timely execution of the order.
- The Buyer is obliged to inspect the shipment immediately upon receipt to check for any damages resulting from transport, and in the event of their occurrence, prepare a relevant protocol in the presence of the driver of the transport company/courier under pain of losing the right to submit a complaint in this regard. Furthermore, the Buyer should examine the conformity of the received goods with the placed order and notify the Seller of any reservations in this regard no later than within 30 days from the date of shipment of the goods.
§5 PRICE AND PAYMENT TERMS
- The price of the goods is specified in the applicable offer of the Seller and finally determined in the order confirmation based on individual arrangements between the Parties.
- The Buyer is obliged to pay the amount resulting from the invoice issued by the Seller within the period specified on the invoice. The payment date will be considered the date the Seller’s bank account is credited.
- Payment of the amounts resulting from the invoice is made without set off of mutual claims unless the Parties decide otherwise in writing.
- In the event of any price increases, the Seller is obliged to inform the Buyer of this fact by delivering the current price list to the Buyer via email.
- In the event of non-payment of any amount due resulting from the issued invoice within the due date, the Seller has the right to withhold the execution of the Buyer’s subsequent orders until the Buyer pays all outstanding amounts. If the delay in payment exceeds 2 (two) working days, the Seller may withdraw from the sales contract without setting an additional deadline and cancel the submitted and accepted Buyer’s orders. In such a case, the Seller is not liable to the Buyer for any damage resulting from the withdrawal from the contract and cancellation of orders. The Seller’s withdrawal from the contract does not release the Buyer from the obligation to settle overdue payments along with interest for overdue payment in commercial transactions and all costs related to the Buyer’s order cancellation.
§6 PAYMENTS
- The Seller reserves the ownership right of the sold goods. The ownership of the ordered goods passes to the Buyer upon full payment of the price of the goods.
- The Buyer, having its registered office in Poland, declares that it is a VAT payer and authorizes the Seller to issue VAT invoices without the need for them to be signed by the Buyer. In the case of a Buyer with its registered office outside Poland, an export invoice is issued.
§7 PRODUCT QUALITY
- The Seller ensures that the goods produced by him meet the quality requirements in accordance with the applicable certificates and standards in Poland.
- The Seller is not responsible for defects in the goods if they occurred as a result of improper use of the goods or their incorrect installation – inconsistent with the installation instructions provided to the Buyer.
- The complaint can be submitted only by the Buyer to whom the invoice was issued.
§8 COMPLAINT PROCEDURE
- Complaint submission methods: a. Form on the website www.fomar.com.pl/kontakt/ (preferred solution) or b. Complaint submission to the email address: quality.fomar@matholdingsinc.com
- The complaint submission should include the following information: invoice number, product number, description of the defect, and other data requested in the document.
- The complaint submission referred to in point 1§ 8 a will be automatically registered in the quality system, and the system will notify the submitter of the complaint number.
- In the case of complaints from Buyers with registered offices outside Poland who cannot deliver the claimed goods to the Seller’s office, photographic documentation should be added to the complaint submission.
- The Buyer is obliged to deliver the claimed goods along with the complaint submission referred to in point 1 to the Seller’s office at his own expense. If the complaint is accepted, the shipping costs incurred by the Buyer will be reimbursed by the Seller.
- The Seller will notify the Buyer of the complaint resolution by email within 14 days from the date of receipt of the complaint submission.
- If the complaint is accepted, the Seller, at his discretion, will replace the goods with defect-free goods or remove the defect as soon as possible, but no later than 30 days, or refund the Buyer the value of the defective goods and issue a corrective invoice. The goods do not have an expiration date, except for the range of automotive chemicals – cleaners and brake fluids, whose expiration date is 3 years from the production.
§9 PERSONAL DATA PROTECTION
- By accepting these GTS, the Buyer consents to the processing of their personal data by the Seller and entities acting on their behalf in the country and abroad, in connection with the execution of sales agreements for goods offered by the Seller. The administrator of personal data is Fomar Poland based in Słupno. The Seller has implemented data protection measures to prevent unauthorized access, destruction, damage, and loss of data, and has appointed a Data Protection Officer who can be contacted at administration@fomar.com.pl. The recipients of the Buyer’s personal data may include transport companies cooperating with the Administrator, advertising service providers, telecommunications service providers, legal service providers, and IT infrastructure providers
- Providing personal data is necessary for the conclusion and execution of the contract between the Buyer and the Seller. The Buyer has the right to request access to their personal data, request their rectification, request their deletion, request their restriction, processing, data portability, and objection.
- The Buyer’s personal data is processed in connection with: • The preparation and execution of the contract concluded between the Buyer and the Seller (Art. 6(1)(b) GDPR), and • The fulfilment by the Seller of obligations arising from legal regulations (Art. 6(1)(c) GDPR), • The safeguarding and pursuit by the Buyer of any claims related to the contract concluded with the Buyer (Art. 6(1)(f) GDPR).
- The Buyer has the right to object to the processing of data for the purpose of safeguarding and pursuing any claims related to the contract concluded by the Buyer with the Seller.
- The Buyer’s personal data will be stored for the duration of the contract between the Buyer and the Seller, and after its termination for the period necessary to meet the requirements arising from specific legal regulations and for the period necessary for the Buyer to pursue any claims.
- The Buyer has the right to lodge a complaint with the supervisory authority responsible for personal data protection.
§10 FINAL PROVISIONS
- The law applicable to the GTS is Polish law.
- In the event of disputes, the Parties will strive to resolve them amicably. If it is not possible to resolve the dispute amicably, the court competent to resolve the dispute will be the court with jurisdiction over the Seller’s registered office in Poland, unless the provisions of the agreement between the Parties state otherwise.
- In matters not regulated by these GTS, the provisions of the Civil Code shall apply.
