GTCS | Dometic International

§ 1.

1. These General Terms and Conditions of Sale (hereinafter referred to as the Terms and Conditions) apply to sales transactions for Products offered for sale by Dometic Poland Sp. z o.o. (hereinafter referred to as the Products), concluded between Dometic Poland Sp. z o.o. (hereinafter referred to as the Importer) as the seller and purchaser of the Products that is not their end-user or consumer (hereinafter referred to as the Buyer) as the buyer (collectively referred to hereinafter as the Parties).

2. Each transaction of sale of Products between the Importer and the Buyer shall be subject to these Terms and Conditions, unless the Parties expressly agree otherwise, in a form which, in accordance with these Terms and Conditions, is appropriate for placing the order - otherwise being null and void.

3. In the event of non-compliance of these Terms and Conditions with other general terms and conditions applied by the Buyer, priority is given to these Terms and Conditions.

4. These Terms and Conditions may be changed at any time by a unilateral statement of the Importer. The Importer shall notify the Buyer in reasonable advance of change to these Terms and Conditions. However, despite the change in the Terms and Conditions, the Importer is bound by the previous Terms and Conditions with respect to the Order, which was confirmed by the Importer in the manner specified in these Terms and Conditions before the change of the Terms and Conditions.

5. Whenever these Terms and Conditions refer to business hours or days, it means the Importer's respectively working hours, i.e. from 09:00 to 17:00, Polish time from Monday to Friday, excluding holidays and public holidays.

§ 2

1. A transaction of sale comes into effect by submitting an offer by the Buyer to purchase Products (Order) and confirmation of the Order's acceptance by the Importer, subject to the provisions below.

2. The value of a single Order can not be less than EUR 1000.00 (in words: one thousand Euro zero cents) net. The importer will refuse to confirm the Order not exceeding this amount.

3. Orders will be placed by the Buyer in a document form, in particular: by e-mail, fax, in writing or via the Ordering Platform Online Service available on the Importer's website https://www.dometic.com/pl-pl/login Each order must contain at least: the Buyer's indication (giving the name, address and tax identification number), date of placing the order, precise specification of the type of ordered product along with its catalog number, quantity of the product ordered, place of delivery, name and surname of the person placing the order and in the case of orders placed in writing, by fax or in the form of a scan attached to an e-mail message - also the signature of the person placing the order. Orders may be placed only by the Buyer or persons duly authorized to represent the Buyer. The Importer may request the Buyer to produce a proper document confirming that the person placing the Order is authorized to represent the Buyer.

4. Within 24 working hours of receiving the Order, the Importer shall confirm the acceptance of the Order for dispatch or confirm the acceptance of the Order for dispatch subject to changes in relation to the content of the Order or refuses to accept the Order for dispatch. In the event of ineffective expiry of this period, it is assumed that the Importer has refused to accept the Order for dispatch.

5. In the event that the Importer confirms the acceptance of the Order subject to changes, the Buyer within 16 working hours of receiving the confirmation of acceptance of the Order may submit to the Importer a statement that he will not accept these changes. In this case, the transaction of sale will not take effect unless the Parties agree on a different course of action. In the event of ineffective expiry of the deadline for submitting a declaration of refusal to accept changes, it is considered that the Buyer accepts the changes reserved by the Importer.

6. Confirming the acceptance of the Order for dispatch, the Importer indicates the approximate date of delivery of products covered by the Order. In addition, the Importer may depend the acceptance of the Order subject to dispatch on the condition of an advance payment by the Buyer in the amount specified by the Importer. In this case, the acceptance of the Order for dispatch takes place upon making of the advance payment.

7. Specific rules for the use of the Ordering Platform Online Service available at the Importer's website: https://www.dometic.com/pl-pl/pl/login and for sale of Products via it are also specified in the Regulations for Providing Services by Electronic Means by Dometic Poland Sp. z o.o. available on the website https://www.dometic.com/pl-pl/e-regulations.

§ 3

1. The Buyer may place orders only for Products which are in the Importer's current offer as of the date of placing the Order. The assortment of Products in the Importer's offer will be available in the Price list, that the Importer will provide to the Buyer at his request.

2. The Importer is entitled at any time to unilaterally change the assortment of Products, including the withdrawal of some or all Products from the assortment. The Importer's statement on the change of assortment may also take place in electronic form, in particular by sending to the Buyer in electronic form the new version of Price list containing the current range of Products offered by the Importer. However, despite the change of assortment, the Importer is bound by the Order, which was accepted for dispatch by the Importer in accordance with the provisions of these Terms and Conditions before the change in the assortment of Products.

§ 4

1. If the Parties have not agreed on the prices of products in the course of submitting and accepting the Order, the Importer shall sell the Products to the Buyer at prices based upon the Importer's Price list binding as for the date of receipt of the Order from the Buyer, including any discounts granted to the Buyer by the Importer. At the Buyer's request, the Importer shall provide the Buyer with the current Price list in electronic form before the Buyer places the Order.

2. The Importer is entitled at any time to change the current Price list. The Importer's statement on the change in the Price list may also take place in electronic form, in particular by sending to the Buyer a new version of the Price list in electronic form. However, despite the change in the current Price list, the Importer is bound by the previous price with respect to the Order, which was accepted by the Importer in accordance with the provisions of these Terms and Conditions before change of the Price list.

3. All prices listed in the Price list are net prices and do not include the tax on products and services (VAT), which will be added to the price according to the rate determined by the applicable law.

4. Unless the Importer's statement on the acceptance of the Order for dispatch states otherwise, the prices listed in the Price list also include the costs of transport of the Products to the place of delivery indicated in the Order.

§ 5

1. Payment for Products shall be made on the basis of a VAT invoice issued by the Importer to the Buyer, by bank transfer to the Importer's bank account indicated in the invoice and on the date indicated therein.

2. Unless otherwise agreed between the Importer and the Buyer, the Importer shall issue a VAT invoice to the Buyer for the sold Products not later than seven days from the day of their delivery to the Buyer. In the event of an advance payment, the Importer will issue to the Buyer an advance payment VAT invoice no later than seven days from the day the Buyer makes the advance payment.

3. Placing an Order is tantamount to the Buyer's declaration that he is an active VAT taxpayer and authorizes the Importer to issue VAT invoices without his signature.

§ 6

1. If for any reason the Importer withdraws from the sales transaction, the Importer - regardless of the claim for returning the Products - may demand an appropriate remuneration for wear and tear or damage to the item; The importer will also be entitled to restore these Products to the state they were in before the delivery, at the expense of the Buyer.

§ 7

1. Deliveries of products will be made on the date indicated by the Importer in the acceptance of the Order for dispatch. However, delivery times and their implementation period specified by the Importer are only indicative and are not binding. In no event shall the importer be liable for any delay or even faulted delay in delivery of the products.

2. Any circumstances causing the impossibility of delivery, to which the Importer bears no culpability, result in the expiration of the transaction of sale. In this event, the Importer does not bear responsibility for any damage to the Buyer resulting from this.

§ 8

1. Subject to the provisions of sec. 5 below the risk of loss or damage of the Products which are the subject of the transaction of sale shall passes to the Buyer upon their delivery to the Buyer. The ownership of the Products which are the subject of the transaction of sale, passes to the Buyer at the same moment.

2. The Buyer may not refuse partial delivery. This also applies to the situation in which some of the Products covered by a given delivery turned out to be defective or damaged.

3. The Buyer is obliged to immediately examine the condition and completeness of the delivery. The Buyer is obliged to report to the Importer any defects of the delivered Products immediately, but no later than within 24 hours from the moment of delivery.

4. In case of detection of damage in the delivered Products, which was created or could have been created in transport, the Buyer is obliged to take all necessary actions to determine possible liability for such damages of the carrier. The Buyer is obliged, in particular, to report the existence of damage to the carrier in a proper form, immediately, but no later than within 24 hours from the moment of delivery. The Buyer is obliged to immediately inform the Importer of any actions taken in the performance of the above obligations.

5. In the case referred to in sec. 4 above, the Importer within 10 working days from the receipt of the notification referred to in sec. 3 above may, according to its choice, either deliver to the Buyer all or some of the Products in which the damage was found, free from damage or withdraw from the transaction of sale in the part concerning all or some Products in which the damage was found.

6. In case of any failure by the Buyer to fulfill the obligations referred to in sec. 3 - 4 above, the delivery will be deemed complete and accepted in full without any reservations, and the Importer will not be liable to the Buyer for completeness of delivery or possible defects of the Products which are the subject of this delivery.

7. In the event of an unjustified refusal to accept the delivery by the Buyer or delay in its receipt, the Buyer shall pay the Importer a contractual penalty in the amount of 15% of the net value of the delivery. The above does not exclude the right of the Importer to assert from the Buyer, compensation exceeding the amount of the contractual penalty on general terms. Notwithstanding the above, in the event of refusal to accept the delivery by the Buyer or delay in its receipt, the Importer will be entitled to store the Products covered by this delivery at the expense and risk of the Buyer. Execution of the rights resulting from the above provisions by the Importer does not mean withdrawal or termination of the transaction of sale.

8. Without prejudice to the remaining provisions of these Terms and Conditions, in the event of failure or improper performance by the Buyer of obligations resulting from the conclusion or performance of any transaction of sale, including in particular the obligation of timely payments for ordered Products, Importer, regardless of other means, provided for by law or provisions of these Terms and Conditions, has the right, without prior notice, to collect Products from the Buyer at the expense of the Buyer. The Importer also has the right to decide whether to accept or implement Orders only on the condition that the Buyer pays in cash, and to suspend the acceptance or implementation of Orders until the Buyer has fully repaid all arrears.

§ 9

1. Products may be covered by a quality guarantee to the extent that results from the warranty conditions if it is granted. The Buyer is obliged to read the terms of these conditions and comply with them as long as they have been issued.

2. Notwithstanding the provisions of § 8 above, the Importer's liability towards the Buyer under the warranty for physical defects of the Product shall be modified as follows:

1. After the Importer is notified by the Buyer about defects of the Product, only the Importer, according to his own choice, has the right to:

○ Submit a statement of reduction of price of the Products; however, in such event, the Buyer has the right to submit to the Importer a binding statement on the lack of consent to reduce the price;

○ Submit a statement of withdrawal from the transaction of sale in the part relating to all or some Products in which a defect was found within 10 business days from receipt of the notification about defect;

○ Make a decision on replacement of all or some Products in which a defect has been found for Products free from defects or

○ Make a decision to repair all or some Products in which a defect was found.

2. If the Product has been installed, the Buyer is not entitled to demand from the Importer to disassemble and re-assemble the Product or demand from the Importer to refund the whole or part of the costs of disassembly and re-assembly of the Product.

3. The Buyer at his own expense is obliged to deliver the defective Product to the place indicated by the Importer.

4. In the event that part of the Products covered by the transaction of sale turns out to be defective, the Buyer is not entitled to withdraw from the transaction in relation to Products free from defects and in the case of partial deliveries - also in relation to Products to be delivered later.

5. In the event of withdrawal from the transaction of sale in whole or in part or reduction of the price of defective Products, the Buyer shall not be entitled to claim damages which it suffered as a result of entering into the transaction without knowing of the existence of the defect.

3. In the event the Buyer claims compensation for damage arising from non-performance or improper performance of the transaction of sale, including compensation for damage caused by a Product defect, the Importer's liability is always limited to the amount of actual damage suffered by the Buyer and provided the Buyer has documented the amount of this damage to the Importer. In addition, the amount of compensation can not exceede the gross price of defective Products.

4. The limitations of the Importer's liability referred to above do not apply to cases in which, under the mandatory provisions of law the Importer's liability cannot be excluded or limited, including in particular cases specified in art. 4491 civil code - art. 44910 civil code civil code. and art. 5761 civil code. - 5764 civil code. In such cases, the Importer is liable based upon general principles resulting from the mandatory provisions of law.

§ 10

1. In connection with the conclusion or performance of any transaction of sale, the Buyer does not acquire any rights to the DOMETIC product logo (both verbal and graphic) or rights associated with other trademarks or names of goods whose owners or licensees are Dometic Holding AB - indirectly controlling the Importer - or other companies belonging to the Dometic Group ("Dometic Group" should be understood as: any companies directly or indirectly controlled by Dometic Holding AB or by companies controlled by them or related to them), hereinafter referred to as the Marks and is not entitled to use the Marks in any way, including on billboards as part of their business activity, as well as is not entitled to refer to the Marks in the wording of its business name. The same applies to trademarks or other signs similar to the Marks or that give the impression of being similar to the Marks.

§ 11

1. The Buyer may not transfer the rights or obligations under a transaction of sale to a third party without the prior written consent of the Importer.

2. The importer reserves the right to fulfill the obligations arising from the transaction of sale through third parties, including other entities belonging to the Dometic Group.

3. These Terms and Conditions as well as transactions of sale concluded on their basis are subject to Polish law. Application of the UN Convention on the International Sale of Goods is hereby expressly excluded.

4. Any disputes arising in connection with transactions of sale concluded on the basis of these Terms and Conditions shall be settled by Polish court of the jurisdiction competent for the importer's registered office at the respective time.

5. These Terms and Conditions come into force on September 20, 2019