General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE OF FURNITURE OF CARPOL SP. Z O.O.
30 January 2024

GENERAL TERMS AND CONDITIONS OF SALE OF FURNITURE OF CARPOL SP. Z O.O. / CARPOL WOOD v.2

§1. GENERAL PROVISIONS

1. The provisions of these General Terms and Conditions of Sale (hereinafter referred to as the “GTCS”) shall apply to agreements for the sale of furniture and built-in furniture concluded with Carpol sp. z o.o. (hereinafter referred to as the “Seller”, “Carpol” or the “Company”), unless the Parties agree otherwise in the Sales Agreement.
2. The terms used in the General Terms and Conditions of Sale shall have the following meanings:

a) GTCS – General Terms and Conditions of Sale of Furniture,

b) Sales Agreement – an agreement the subject of which is the sale of Furniture concluded between the Seller and the Buyer in accordance with these GTCS,

c) Seller – Carpol sp. z o.o. with its registered office in Warsaw, ul. Orląt Lwowskich 48/2, 02-492 Warsaw, entered in the Register of Entrepreneurs of the National Court Register under KRS number 0000160035, NIP: 522-24-34-196, REGON: 014881857;

d) Buyer – an entity purchasing Furniture in the course of its business activity or a consumer, understood as a natural person purchasing Products from the Seller not directly related to their business or professional activity,

e) Products – furniture and services constituting the subject of the Sales Agreement,

f) Order – an order for the sale of Products placed with the Seller by the Buyer in accordance with these GTCS,

g) Price List – the list of Product prices of the Seller valid on the date of placing the Order,

h) Business Days – days from Monday to Friday, excluding public holidays specified in the Act of 18 January 1951 on Public Holidays (Journal of Laws 2020, item 1920).

3. In the event of any discrepancy between the provisions of the GTCS and the Sales Agreement, the provisions of the Sales Agreement shall prevail.
4. These Terms and Conditions shall cease to apply upon their replacement with new terms and conditions.
5. Information, price lists and other advertising and commercial materials addressed to unspecified recipients shall not constitute an offer but only an invitation to negotiate.

The content of these GTCS has been published on the Seller’s website: www.wood.carpol.pl.

§2.

PLACING ORDERS

1. The sale of Products shall be carried out on the basis of Orders placed with the Seller in writing or via electronic mail.
2. Within 5 Business Days from the date of placing the Order, the Seller shall be entitled to provide, in writing or via electronic mail, a confirmation of acceptance of the Order specifying the delivery date, or a statement refusing acceptance of the Order. The Agreement shall be concluded upon sending the confirmation of acceptance of the Order to the Buyer. The Seller’s exercise of the above right to refuse acceptance of the Order shall not give rise to any claims on the part of the Buyer against the Seller, in particular claims for damages.
3. Within the period referred to in paragraph 2, the Seller may propose amendments to the Order, which the Buyer may accept within 3 Business Days. Acceptance of the amendments after the indicated period shall result in the Seller determining a new Order completion date.
4. Orders shall be fulfilled in full or in parts according to a schedule within the deadlines indicated by the Seller in the confirmation of acceptance of the Order. In the case of Orders requiring approval of designs/drawings by the Client, the schedule shall be updated on an ongoing basis by the Seller, taking into account the time required for approval of designs and drawings.

§3.

ORDER FULFILMENT

1. The Seller shall deliver the Products to the Buyer only if this results from the content of the offer, the Sales Agreement or the confirmation of acceptance of the Order.
2. The delivery date shall be specified in the schedule included in the confirmation of acceptance of the Order. In the case of delivery of the Products to the Buyer, the Buyer shall provide the Seller with the delivery address and the contact details of a person authorized to receive the Products, including their first name, last name, telephone number and e-mail address.
3. The Products shall be packaged, labelled and marked in the manner adopted by the Seller, unless agreed otherwise. Individual batches in subsequent deliveries may differ in packaging.
4. The Seller shall be liable for damage resulting from defects and contamination of the Products caused by improper packaging and lack of protection during transport only in the case of own transport, i.e. delivery carried out by means of the Seller’s transport or entities used by the Seller for transport.
5. Unless otherwise specified in the Order or the Sales Agreement, the unloading site specified in the Order or the Sales Agreement must be accessible to a truck with a permissible total weight exceeding 3.5 tonnes and a length of 7.6 meters. The Buyer shall inform the Seller of any technical, road or infrastructural limitations preventing delivery. If the delivery location is situated in a restricted traffic zone or in an area where delivery or heavy goods vehicles are prohibited, the Buyer shall designate another delivery location. Failure to comply with the above information obligations shall entitle the Seller to charge the Buyer for the costs of unsuccessful delivery or the costs of transshipment or unloading of the delivered Products.
6. Upon receipt of the Products, the benefits and burdens associated with the Products, as well as the risk of loss or damage, shall pass to the Buyer.

§4.

PAYMENTS

1. The Products shall be sold to the Buyer at the prices specified in the Seller’s Price Lists valid on the date of sale or at prices individually agreed in the Sales Agreement or in quotations prepared by the Seller based on Product designs prepared for the Buyer.
2. The Seller reserves the right to change the selling prices of the Products, in particular the prices indicated in the Price List. The Seller shall inform the Buyer of price changes by publishing a new Price List on the website www.wood.carpol.pl. The new prices shall apply from the date of publication on the Seller’s website.
3. The prices indicated in the Price List are net prices and VAT shall be added at the rate applicable on the date of delivery of the Products.
4. Granting discounts or price reductions shall require a written agreement of both Parties. Discounts or reductions may be granted permanently or on a one-off basis for a specific Order.
5. Payment for delivered Products shall be made within 14 days from the date of delivery to the Buyer or according to the payment schedule specified in the Order or in the Order confirmation issued by the Seller. The Seller may condition the execution of the Order on the payment of an advance or full prepayment. Payment shall be made on the basis of a VAT invoice issued by the Seller.
6. Ownership of the delivered Products shall pass to the Buyer upon full payment of all amounts due to the Seller (retention of title).

§5

LIABILITY FOR DEFECTS

1. The Buyer shall be entitled to assert claims under statutory warranty only if it has fulfilled its obligation to inspect the Products and to notify the Seller of any detected defects.
2. The Buyer shall notify the Seller in writing within 3 Business Days from receipt of the Products of any visible or detectable defects, and within 5 Business Days from discovery of hidden defects. Failure to observe these deadlines shall result in the loss of warranty rights with respect to the identified defects.
3. The Seller shall not be liable for defects arising from natural wear and tear, failure to follow instructions, unauthorized modifications, improper assembly or improper use.
4. The Seller’s liability under statutory warranty shall expire 2 years after delivery of the Products.

§6

WARRANTY

1. The warranty period shall be 24 months from the date of delivery of the Product by the Seller. For movable components, accessories and devices not manufactured by the Seller, the warranty period and conditions shall be determined by the manufacturer.
2. The warranty shall be granted exclusively to the Buyer and shall apply within the territory of the Republic of Poland and the Buyer’s country.

§7.

SELLER’S LIABILITY

1. Unless otherwise provided in the GTCS, the Seller shall be liable only for intentional fault or gross negligence.
2. The Seller shall not be liable for lost profits or other indirect damages.

§8.

INTELLECTUAL PROPERTY RIGHTS

1. If the Product is manufactured according to a design or model provided by the Buyer, the Buyer shall ensure that no third-party rights are infringed and shall indemnify the Seller against third-party claims.
2. The Seller shall hold copyright and other industrial property rights to models, designs and Products created by or on behalf of the Company.

§13.

FINAL PROVISIONS

1. Matters not regulated herein shall be governed by Polish law, in particular the Civil Code.
2. Any disputes arising from the application of the GTCS shall be settled by common courts having jurisdiction over the Seller’s registered office.
3. Any amendments to the GTCS shall require written form under pain of nullity.
4. Ewentualna nieważność poszczególnych postanowień Ogólnych Warunków Sprzedaży nie powoduje nieważności pozostałych postanowień oraz porozumień. Nieważne postanowienia zastąpione zostają postanowieniami ważnymi, najbardziej odpowiadającymi celowi gospodarczemu postanowień nieważnych.
5. Unless the General Terms and Conditions of Sale expressly provide otherwise, all notices and correspondence between the Parties to the Sales Agreement will be delivered to the Seller at the address indicated in the General Terms and Conditions of Sale, and to the Buyer at the address indicated in the Order.