General Terms and Conditions of Business and Delivery

§ 1

General Provisions

1. General Terms and Conditions of Sale shall apply to contracts of sale of goods offered by Q-railing Europe Holding GmbH based in Germany, operating a business enterprise on the territory of the Republic of Poland through a branch of the foreign entrepreneur, Q-railing Europe Holding limited liability company branch in Poland (ul. Jeleniogórska 16, 60-179 Poznań, NIP 2040001946, REGON 22057504900000, KRS 0000300368) – hereinafter referred to as the Seller, through the webshop at www.q-railing.com
2. The General Terms and Conditions of Sale do not apply to consumers within the meaning of article 22¹ of the Civil Code.
3. The Seller's Quote is exclusively addressed to legal persons or natural persons operating a business enterprise incorporated in the register of business activity – hereinafter referred to as the Buyer, having created an account on the site www.q-railing.com
4. The Buyer creates an account when registering.
5. At registration, the Buyer is asked to provide an email address as the login and a password to protect access to the Buyer's personal account.
6. The service collects and processes data such as:
a. name and surname of the Buyer,
b. email address,
c. home/office address,
d. NIP and REGON number,
e. PESEL personal identification number in the case of Buyers that are natural persons operating an individual business enterprise,
f. KRS number in the case of Buyers that are legal persons,
g. telephone number,
h. shipping address.
7. The Buyer will be contacted by the email address given at the time of registration.

§ 2

Conclusion of the Agreement

1. The information, data or technical parameters set out in the Seller’s webshop, quotes, catalogues, brochures, price lists and other advertising documents do not constitute a quote within the meaning of the provisions of the Civil Code, only an invitation to enter into an agreement as specified in these Terms and Conditions.
2. Publications related to the goods and services offered by the Seller are for information purposes only, and the designs and samples issued by the Seller are solely descriptive.
3. The price of the goods in the webshop is given in Polish zlotys and includes VAT. Prices do not include the cost of delivery and payment stated in the Quote, referred to in section 7.
4. A Buyer who has correctly logged into an account on the Website may then place an Order by selecting the goods, quantity and other individual characteristics for a given product (for example, colour, length, etc.).
5. Next, to have the order sent to the Seller, the Buyer should click the button "place your order", after which a message will appear notifying the Buyer that the Order has been placed.
6. An Order placed by the Buyer is equivalent to the acceptance of the provisions of these Terms and Conditions.
7. After receipt of the Order and within 3 working days, the Seller shall send to the Buyer, to the email address provided by the Buyer at registration, an email of the Quote with a breakdown of the ordered goods (available from the Seller), price (taking into account possible discounts), shipping cost, including the manner in which the goods will be packaged, the method of payment and the manner and term of delivery.
8. After receiving the Quote referred to in section 7, the Buyer may accept the Quote, within 2 working days, by clicking on the link in the email confirming acceptance of the Quote, specified in section 7, after which an appropriate message will appear on the website of the webshop notifying the Buyer that the Quote has been accepted – at this point, the sales agreement is concluded between the Buyer and the Seller.
9. Failure by the Buyer to confirm the Quote is equivalent to cancelling the order.

§ 3

Payment

1. The Seller may make the execution of Orders dependent upon prior payment of a deposit by the Buyer, the amount of which shall be specified in the Quote, or the payment of the total fee payable before the date the goods are dispatched. The deposit shall be settled for by the Seller upon receipt of the goods. In the event that goods are not received by the Buyer, as well as in the event that the Seller withdraws from the agreement due to the fault of the Buyer, the deposit may be retained.
2. In the absence of a different agreement between the parties, the Seller shall issue a VAT invoice to the Buyer for the Order no later than 7 days from the date the goods are dispatched to the Buyer. Goods delivered in batches or services carried out in different periods of time may be invoiced separately.
3. The Buyer shall settle payment obligations towards the Seller for goods purchased in a timely manner.
4. Deducting or compensating any receivables is permissible solely upon agreement by the Parties and upon obtaining the prior written consent of the Seller. It is unacceptable to suspend payment for receivables due to the Seller for any reason, specifically with reference to complaints.
5. Unless the Parties agree otherwise, the invoices issued by the Seller shall be payable by bank transfer to the bank account indicated by the Seller on the invoice.
6. Delay in payment entitles the Seller to charge interest at the maximum amount for each day of delay.

§ 4

Delivery and receipt of goods

1. The Buyer is obligated to receive the ordered goods at the place and time specified by the Buyer in the Quote.
2. The Parties may provide for the following types of delivery:
a. the delivery of goods to the place indicated in the Order by the Buyer: The Seller delivers the goods to the Buyer in accordance with the Quote confirmed by the carrier. The agreement shall be performed by the Seller from the moment the goods are released to the carrier. Also at this moment, the risk of accidental loss or deterioration of the goods falls upon the Buyer.
b. receipt of goods from the Seller's warehouse: The Seller delivers the goods in accordance with the Buyer's wishes by means of transport provided by the Buyer at the Seller’s warehouses. The contract shall be performed by the Seller from the moment the goods are loaded onto the Buyer's means of transport. Also at this moment, the risk of accidental loss or deterioration of the goods falls upon the Buyer.
3. If the goods are prepared for transport to the Buyer or for receipt by the Buyer, and transport or receipt is delayed for reasons for which the Buyer is responsible, the risk of accidental loss or deterioration shall pass to the Buyer from the moment notice of readiness for dispatch or acceptance is received.
4. Unless otherwise agreed between the Parties, the cost of loading, unloading and/or any other costs associated with the removal of the goods shall be borne by the Buyer.
5. In the situation referred to in section 2 a, the Buyer must ensure that, within the time limit determined on the day of receipt indicated in the Order at the specified location, a person authorised by the Buyer is present to receive and unload the goods. In the event that these obligations are not met, the Buyer shall be liable for any damage related to the delay in unloading and/or removal of the goods, downtime and/or immobilisation of the means of transport used by the Seller to carry out orders, including the costs arising from the storage of goods and costs related to the involvement of the Seller's employees in the delivery of goods and services.

§ 5

Retention of Title

1. The delivered goods remain the property of the Seller until full payment of remuneration due to the Seller is received.
2. The goods may not be the subject of a pledge and may not in any other manner be charged to third parties.
3. In the absence of payment of the full price the Seller has the right to require payment of the full price or the immediate release of goods, in the state in which the item has been delivered to the Buyer.
4. In the event that the goods are received from the Buyer, the Seller may demand appropriate remuneration for any wear or damage to them.

§ 6

Guarantee and complaints

1. The Seller is responsible for defects to the goods existing at the time of the release to the Buyer only in accordance with the principles set out in these General Terms and Conditions of Sale for a period of 12 months from the date the goods are issued. In connection with the granting of the guarantee, the Parties exclude the provisions of the warranty.
2. The Buyer shall check the condition of the goods in terms of quality and quantity at the time of their receipt and in terms of apparent defects/deficiencies immediately, no later than within 3 days from the date the goods are issued, and inform the Seller.
3. If, for technical reasons, it is not possible to determine defects in quality present at receipt, the Buyer shall check the delivery item for any quality defects present at the earliest possible time, in accordance with the current state of knowledge and professional nature of the Buyer's business, and inform the Seller thereof no later than within 3 days of the detection of the defect.
4. If the Buyer does not adhere to the terms referred to in section 2 and 3 the entitlement to assert claims against the Seller for defects or irregularities affecting delivery shall be lost.
5. Notification of defects/deficiencies shall be made in writing to the following address: Q-railing Europe Holding SP. z o.o. in Poland, 60-179 Poznań, ul. Jeleniogórska 16 or via e-mail to the address sales@q-railing.pl. The notification must include a detailed description of the defects and deficiencies.
6. The Seller, within 30 working days from the date the complaint is received, shall inform the Buyer on whether it is being considered or rejected.
7. The Seller has the right to suspend the performance of the Buyer's claims in respect of a complaint pending settlement of any debts owed to the Seller by the Buyer.
8. The guarantee does not cover the following damages:
a. arising out of improper use;
b. due to the use of the goods in a manner not in accordance with their intended purpose;
c. due to the arbitrary implementation of modifications to the goods;
d. mechanical, resulting from the action of external forces;
e. damage caused by force majeure (lightning, hurricanes, floods, etc.).
9. If it is found that a defect is the result of circumstances for which the Seller is not liable, the Buyer shall reimburse to the Seller any claims-related expenses, i.e. in particular travel costs, service costs and legal fees.
10. The Seller's liability for failing to perform or improperly performing these obligations only covers accidents which occurred due to wilful misconduct.
11. Limitation of liability applies to both contractual liability, as well as non-contractual liability, to the extent permitted by mandatory provisions of law.

§ 7

Force majeure

None of the Parties shall be liable for non-performance or improperly performing contractual obligations if it is caused by force majeure. Force majeure is understood to mean all circumstances and phenomena that cannot be foreseen or prevented, external in nature in relation to the parties of the agreement and are not caused by any of them, nor by any of the persons for whom they are responsible. Cases of force majeure include, in particular, disruptions in production or transport of goods caused by strikes, failures, accidents, local or national threats, international commercial disputes, and compliance with the demands of local authorities or State-owned import and export difficulties, irrespective of whether they are on the side of the Seller or the Buyer.

§ 8

Final provisions

1. By accepting these General Terms and Conditions of Sale the Buyer consents to have their personal data processed by the Seller and its affiliates collaborating nationally and internationally, in the performance of sales agreements of goods offered by the Seller and for marketing purposes related to the business enterprise of the Seller.
2. The Buyer has the right to access their personal data and the right to correct the data, and to request that processing be stopped. All requests must be sent in writing to the Seller.
3. The parties are obligated to immediately notify the other party in writing of any changes to the registered office or residence and address for correspondence. Failure to notify may result in deliveries made to the address indicated by the Buyer at registration (§ 1 section 6 of the Terms and Conditions) being considered performed.
4. The law applicable to these Terms and Conditions and any relations between the Seller and the Buyer is Polish law.
5. If any dispute or disagreement arises between the parties from the sales agreement or in connection with the agreement, the Parties shall use their best endeavours to amicably resolve such dispute or discrepancy in good faith.
6. In the absence of an amicable settlement of the dispute arising between the parties, they shall be settled by the competent court in Poznań (Poland).