CENTER-MEBEL sp.z o.o. sp. k.

An integral part of the General Terms and Conditions of Sale is the Company Standard for the performance of furniture elements Center Furniture Sp. z o.o. sp. k. 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. - based on art. 384 of the Civil Code - have been accepted by the Parties, bind them and constitute the content of the Sales Agreement, unless otherwise agreed.
  2. Unless otherwise specified, the terms used in the General Terms of Sale will have the following meanings:
  3. GTS - these General Terms and Conditions of Sale,
  4. Sales Agreement - an agreement, having as its object the sale of Products, concluded between the Seller and the Buyer in accordance with these GTS,
  5. Seller - CENTER-MEBEL sp. z o.o. sp. k. based in Łomża, al. Legionów 141F/1, 18-400 Łomża, entered in the Register of Entrepreneurs by the District Court in Białystok XII Economic Division of the National Court Register under the KRS number 0000533019, NIP: 9662095151, REGON: 360225160,
  6. Retail outlet - any of the retail outlets operated by the Seller,
  7. Buyer - an entity purchasing products in the course of its business,
  8. Products - goods and services that are the subject of the Sales Agreement,
  9. Order - means an order for the sale of Products placed with the Seller by the Buyer in accordance with these GTS,
  10. Price List - the list of prices of the Products applicable to the Parties,
  11. These GTCS shall apply to all Sale Agreements, as well as to all offers submitted by the Buyer to the Seller, as well as to all invitations to submit offers and Purchase Orders submitted by the Seller to the Buyer, concerning the execution of agreements for the sale of Products.
  12. The GTCS may be modified or amended by the Seller, or some of its provisions may be excluded from application. Any amendments to these GTCS shall be binding upon the Buyer from the date of their delivery to the Buyer in the same form and manner in which these GTCS were delivered to the Buyer.
  13. In the event of any discrepancies between the content of the GCS and the content of the Sales Agreement or detailed annexes to the Sales Agreement, the content of the Sales Agreement , followed by the detailed annexes shall take precedence over the GCS.
  14. In the event INCOTERMS terms and conditions are stipulated in the Sale Contract, the GTCS regulations deviating from the stipulated INCOTERMS terms and conditions shall prevail unless the Parties agree otherwise in the Sale Contract.

The content of these GTCS has been published on the Seller's website www.center-mebel.pl.

§2.

ORDERS

  1. The sale of Products shall take place exclusively on the basis of Orders placed by the Buyer with the Seller according to the procedure specified in § 2 par. 1 below.
  2. Orders shall be placed by the Buyer verbally (to an employee of the Seller at the Seller's Outlet), by telephone, in writing or by e-mail.
  3. Within 7 days from the date of the Order, the Seller shall be entitled to make a statement (verbally, by telephone, in writing or by e-mail) of refusal to accept the Order. At the same time as refusing to accept an Order, the Seller shall be entitled to submit a proposal to amend the Order, and the acceptance thereof by the Buyer shall be deemed as the submission of a new Order. The Seller's exercise of the aforementioned right to refuse the Order shall not give rise to any claims by the Buyer against the Seller (in particular claims for damages)..
  4. Orders are fulfilled within the timeframes indicated by the Seller. Orders may be fulfilled in one go or in parts according to a schedule indicated by the Seller. In cases where the Buyer indicates in the content of the Order the expected completion date, the Seller has the right to refuse to carry out such Order (§ 2 section 3 shall apply accordingly).
  5. If the delivery of the Products in whole or in part cannot be carried out on time, the Seller shall immediately notify the Buyer and agree a new delivery date with the Buyer.

§3.

COLLECTION OF PRODUCTS

  1. Unless otherwise agreed, delivery of the ordered Products and their collection by the Buyer shall take place at the Seller's Outlet where the Order is placed. In the case of Orders placed in writing or by e-mail, the Buyer indicates in the content of the Order which of the Seller's sales outlets the Products are to be collected from. The Parties may agree on different conditions for delivery and collection of the Products consisting in the Seller delivering (at the expense and risk of the Buyer) the Products to the place of collection indicated by the Buyer. In the latter case, it is the responsibility of the Buyer to unload the delivered Products.
  2. The document confirming 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 on which the VAT invoice is issued to the Buyer.
  3. The transfer of all risks and costs relating to the Products shall take place upon receipt 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 charges related to 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 payment has been made in full, the Buyer hereby assigns to the Seller the claim against the future purchasers for payment of the purchase price. In such a situation, the Purchaser shall be obliged to inform the Purchaser of the assignment of receivables with a copy to the Seller under pain of withholding the Seller's performance of all or some of the agreements concluded with the Purchaser. To the extent that the validity of the reservation of title in favour of the Seller is subject to certain conditions or requires a certain form in the respective country of destination, the Buyer is obliged to comply with these requirements on pain of withholding the Seller's performance of all or some of the contracts concluded with the Buyer. In addition, the Buyer is obliged to deliver the goods to the buyer also in the situation of reservation of title in favor of the Seller extended by the transfer of claims for payment of the purchase price. The processing or combination of goods belonging to the Seller with other movable items shall result in the Seller's co-ownership of these items in the proportion of the price of the Seller's Products to the price of these movable items. The right of co-ownership on these items cannot be transferred to the buyer until the latter has paid the purchase price in full. The Buyer accepts that it will insist on a prohibition of transfer of ownership of the goods in contracts with third parties on pain of withholding performance by the Seller of all or some of the contracts concluded with the Buyer.

§4.

SURPLUSES AND SHORTAGES

The parties agree that over- or under-deliveries 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 received by him.

§5.
PRICE

  1. The Products shall be sold to the Buyer at the prices set out in the price lists in force on the date of sale, and in the absence thereof, at the prices indicated next to the Products on display or at prices agreed individually.
  2. The Seller reserves the right to change the selling prices of the Products, in particular to change the prices indicated in the price lists. The Seller shall inform the Buyer of price changes by posting the new price list on the website or by correcting the prices indicated next to the displayed Products. The new prices shall be effective from the moment the price list is posted on the Seller's website or the prices indicated on the Products displayed are corrected.
  3. Unless otherwise stated, 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. The granting of a discount or price reduction can only take place on the basis of a written agreement between both Contract Parties. Discounts or reductions may be agreed by the Parties on a permanent basis or on a 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 their delivery to the Buyer. The Seller shall be entitled to make the execution of the Order conditional upon the Buyer paying an advance on the purchase price or making a full prepayment of the price of the ordered Products. Payment shall be made on the basis of a VAT invoice issued by the Seller at the time of the release of the Products, and in the case of prepayments or advance payments, on the basis of the relevant accounting documents issued at the time of the Order.
  6. The Purchaser shall have the right to deduct his receivables from the Seller with the Seller's receivables from the Purchaser resulting from the Sales Agreement only if his claims against the Seller result from the Sales Agreement and are established by a valid court decision or any other body authorised to settle disputes concerning the claim or have been acknowledged in writing by the Seller.

§6.
SETTLEMENT DOCUMENTS

  1. The settlement document will be a VAT invoice issued in accordance with the facts and generally applicable tax regulations.
  2. All payments will be made in cash or by non-cash 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 received in the Seller's bank account.

§7.

GUARANTEE

  1. The guarantee period is 12 months from the date of delivery of the product by the Seller.
  2. This guarantee is granted exclusively to the Buyer and is valid on the territory of the Republic of Poland.
  3. The guarantee provided by the Seller does not cover damage to the goods caused during transport of the goods from the Seller's warehouse to their destination.
  4. The seller must be immediately informed by the buyer in writing of the discovery of any defects in the product. Otherwise, all warranty rights are excluded.
  5. If the Buyer does not inspect the product upon receipt and does not immediately notify the Seller of any defect, his warranty rights are excluded.
  6. If any defects are discovered at a later date and the Buyer does not inform the Seller immediately upon discovery, warranty claims will be excluded.
  7. Subject to the above, the Buyer shall only be entitled to rights under this guarantee if the purchase prices of the Products concerned are paid in full and on time to the Seller.
  8. Under the guarantee, in the event that the Seller recognises a defect, the Buyer will only have a limited right to a free replacement of the defective part of the Product. In any case, the costs of dismantling the installed defective Products and/or delivering them to the Seller under the guarantee shall be borne by the Buyer and shall be at his risk. In the event that a reported defect is not covered by the guarantee, the Seller shall send the goods back to the Buyer at the Buyer's 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 intentionally caused 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 consequential damage, damage to property, loss of income, loss of interest and damage resulting from third-party claims against the purchaser is excluded. 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 the whole or part of the delivery and shall also apply to recourse claims against the seller.
  10. The guarantee is excluded if the Product is processed by the Buyer or if the Product is combined with other products not supplied by the Seller. Buyers of Blum products are obliged to inform their customers of this limitation accordingly.
  11. The Parties hereby exclude in its entirety the warranty for defects in the Products as defined in the provisions of the Civil Code, including Art. 609 of the Civil Code.

§8.
ADVERTISEMENTS

  1. The Buyer shall have the right to lodge a complaint regarding the quantity or quality of the Products delivered, subject to the deadlines set out in § 7 par. 4-6. By the term "immediate" as used therein, it shall be understood that the Seller shall be informed of the defects detected within a maximum of 7 working days.
  2. The Buyer shall send the complaint report to the Seller by post, fax or e-mail within the above-mentioned complaint period. The seller will consider a complaint submitted by the buyer within 21 days from the date of receipt of the complaint report, of which the aforementioned will inform the buyer by post, fax or e-mail.
  3. You will find the downloadable complaint report at the bottom of the Center-Mebel.co.uk website under "Downloadable PDF complaint report" or "Downloadable WORD complaint report".
  4. Furniture components subjected to further processing/assembly are not subject to claims for mechanical damage.

§9.

RESPONSIBILITY FOR PERFORMANCE OF THE SALES CONTRACT

  1. In no event shall the Seller be liable to the Buyer, whether in contract, tort (including negligence or breach of statutory duty) regardless of the reason for this liability for: any loss of profit, the benefits of undertaking a business venture, the benefits of entering into a contract, loss of revenue, or expected savings, as well as any damages that result indirectly.
  2. Under no circumstances shall the seller be liable, whether in contract, tort (including negligence or breach of statutory duty), if his failure to perform his contractual obligations is due to circumstances connected with the performance of contracts he was obliged to conclude or perform for his own account due to a requirement or instruction from the buyer, regardless of the nature of these circumstances.
  3. The Seller's liability towards the Buyer, whether under the Sales Contract or under tort (including negligence or breach of statutory obligations), regardless of the reason for such liability, shall be limited to the amount of the value of the Product from which the damage claim arises, and if the amount of the damage claim is less than this amount, the Seller shall be liable up to the amount of the damage.
  4. The limitations of the Seller's liability shall not exclude or limit other warranty obligations set forth in § 7 and 8, and shall not exclude or limit liability for death or personal injury caused by the negligence of the Seller or persons for whom the Seller is responsible.

§10.
CONFIDENTIALITY CLAUSE

Purchaser shall treat all information provided by or on behalf of Seller under or in connection with the Sales Agreement as confidential. The Buyer undertakes to keep confidential information confidential and not to disseminate such information without the Seller's prior written consent, except where required by law or the relevant authority, and to use confidential information only for purposes connected with the performance of the Sales Contract. All confidential information shall remain the property of the Seller and, upon first request, the Buyer shall return to the Seller all such written information and shall not retain any copy thereof.

§11.
FORCE MAJEURE

  1. Neither Party shall be liable for any delay and other breaches of performance of the Sales Agreement resulting from such delay if such delay is due to causes beyond its reasonable control. In such a case, the Party shall be entitled to extend the time for the performance of the obligations accordingly. In the event of Force Majeure (as defined below), the Party that is delayed or damaged as a result shall inform the other Party as soon as possible but in any event within 7 days after the occurrence of such Force Majeure specifying the nature of the Force Majeure as well as its approximate duration. In the event that the Force Majeure event lasts longer than 14 days or is expected to last longer than 21 days then the Seller shall have the right to terminate the Sales Agreement with effect from the date of such declaration to the Purchaser.
  2. The term Force Majeure shall be understood as and include damage or delays caused by laws or regulations as well as decrees of any government (de facto or de jure), natural phenomena such as earthquakes and floods, fires, riots, wars, strikes, shipwrecks, embargoes on the carriage of goods or other causes, large-scale shortages of energy supply which are unforeseeable and beyond the control of the Parties and which prevent the fulfilment, in whole or in part, of the obligations covered by the Sale Contract.

§12.
INTELLECTUAL PROPERTY RIGHTS

All solutions protected as Intellectual Property Rights, including trademarks, specifications, drawings, information, moulds, jigs, 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 entity of the Seller's group of companies. The Buyer does not have and will not acquire any right, title or interest in any Intellectual Property Rights and the sale of Products containing Intellectual Property Rights does not provide the Buyer with any right or title to the Intellectual Property Rights.

§13.
APPLICABLE LAW

The Sales Contract shall be governed by and interpreted in accordance with Polish substantive law. To the extent not regulated in the Sales Contract, the provisions of the Civil Code shall apply.

§14.
DISPUTE SETTLEMENT RULES; JURISDICTION OF THE COURTS

Any and all disputes and claims arising from the Sales Agreement, including any disputes relating to its breach, termination or invalidity, failure to perform or improper performance of the Order, failure to perform or improper performance of obligations under the guarantee, which have not been resolved amicably by the Parties shall be resolved by common courts of law having jurisdiction over the Seller.

§15.
FINAL PROVISIONS

  1. Subject to § 1 para. 4 and § 5 para. 2 GTS, the Sales Agreement may be amended or supplemented in whole or in part at any time in writing under pain of nullity by means of a written agreement of the Parties signed by persons authorised to represent the Parties.
  2. The Purchaser shall not assign any or all of its rights or obligations under the Sales Contract to a third party without the prior written consent of the Seller.
  3. If any provision of the Sale Agreement or the GTS shall be held invalid or unenforceable by a court of competent jurisdiction in any jurisdiction, then it shall be replaced by an alternative provision which is closest in scope, effect and enforceability to the original provision and such invalidity or unenforceability shall not render the remaining provisions of the Sale Agreement or the GTS invalid, which shall continue in full force and effect.
  4. By placing an Order, the Buyer represents and warrants to the Seller that he has full right and authority to conclude the Sales Agreement, all necessary actions of the Buyer's competent authorities have been taken to approve the conclusion and execution of the Sales Agreement, there are no contractual obligations or other duties that would prevent him from signing or executing the Sales Agreement.
  5. Unless the GCS do not expressly provide otherwise, all notices and correspondence of the Parties to the Sales Agreement shall be delivered to the Seller to the address indicated in the GCS, and to the Buyer to the address indicated in the Order.
  6. For the interpretation of the content of the Sales Agreement, the content of the Agreement and the GTCS in Polish shall be decisive.