(valid from 01.05.2023r.)
The following General Terms and Conditions of Sales of Fabryka Mebli Biurowych MARO Sp. z o.o. are applicable to sales/purchase agreements made with Fabryka Mebli Biurowych MARO Sp. z o.o. (hereafter: ‘MARO’, ‘MARO Office Furniture’, ‘we’, ‘us’) with registered office in Fabianowska 100, 62-052 Komorniki, Poland.
2.1. The delivery of our goods and services is made solely on the basis of the followingGeneral Terms and Conditions of Sales. These General Terms and Conditions of Sales apply to all future deliveries, even if, in individual cases, those do not clearly refer to them. Other than those General Terms and Conditions of Purchase, which application we expressly exclude, are not binding, even when those were not explicitly expressed on our part. This is also the case in knowing about the different conditions of the Ordering Party we realized for him delivery without additional reservations. General terms and conditions of purchase of the Contractor do not bind us, also when - apart from the content of these General Terms and Conditions of Sales - deviate from statutory regulations. These terms are no longer effective when replaced new ones.
3.1. Information, pricelists and other advertising materials addressed to unspecifiedrecipient are for information purposes only and do not constitute an offer, but are invitation to negotiations.
3.2. Delivery of the goods takes place on the basis of a written order where conditions for its execution, with exact specification, in particular including assortment, quantity and color of ordered goods. Terms that were not written down are considered to be non- proprietary.
3.3. The contract is concluded when the Seller sends to the Buyer the “Order confirmation” or an automatically generated e-mail confirmation.
3.4. Execution of ordered goods only takes place on the basis of "Order confirmation" or an e-mail confirmation.
3.5. We reserve the right of ownership, copyrights and patent rights utility model for drawings, calculations, studies of a character consultants and other documents provided or made available to the Buyer at the conclusion of the contract. Those are for decision making process only and may not be reproduced in whole or in part or made available to third parties without our explicit written consent.
4.1. All prices quoted are net prices (without Value Added Tax). In the event of nodifferent provisions arising from our offerIn the absence of any other provisions arisingfrom our offer, the price does not include shipping costs (Ex Works according toINCOTERMS 2020), assembly or additional services.
4.2. The price is payable without deductions (bank charges, etc.) upon receipt of theoriginal invoices within the deadline indicated in the invoice as payment deadline.
4.3. In case of non-payment in due time, the Buyer shall be delayed, without the need to
show other premises. From the day of falling into a delay, we are entitled to charge contractual interest for late payment, according to current statutory interest rate. If higher damage is found, we reserve the right to claim additional compensation.
Regardless of the possibility of calculating interest, we are entitled to suspend the
remaining supplies and make those dependent on settling all late payments and due obligations towards us and securing collateral payment for future deliveries.
Additionally, in the case of the Buyer failing to meet our requirements within 14 days, we can - without appointing any additional deadlines - withdraw from the contract for all or selected accepted orders until now not completed orders. The above mentioned deprive the Buyer to raise any claims against us.
4.4. Irrespective of the Buyer’s indications, payments are cleared in the sequence of the earliest payments due. In case of additional costs and interest charges on arrears are payable to us, regardless of the Buyer’s indications, payments will clear costs and interest in the first place, and later pay for the main receivables.
4.5. In case of conceiving a suspicion about Buyer’s insolvency or lack of credit capacity of the Buyer, the Buyer delayed with the payment or has declared bankruptcy or has applied to open arrangement proceedings, we can refrain from completing submitted orders, unrealized orders or make their completion dependent upon submission of the security we have specified or upon advance payment for the remainder of the order, and in the case of non-redress to our request to withdraw from all contracts. The Buyer shall not be entitled thereto against us any claims.
4.6. If the right of withdrawal is exercised, the Buyer will reimburse in full all the documented inputs (orders produced up to the date). This does not violate the right of inquiry by us to further claim damages. In circumstances indicated above, we are also entitled to further prohibit the Buyer to resale our goods and to regain unpaid goods at the cost of the Buyer.
4.7. Right to make a deduction is only available to the Ordering Party, if the claim against us is a valid court judgment or has been expressly acknowledged by us in writing. However, the claimant is not entitled to make a deduction with the amount he has received by way of a transfer. The Buyer is not entitled to suspend payment under any circumstance and at any time.
4.8. The listed price for the BookingGO service is the base price and requires written confirmation for each order. BookinGO collection products require the purchase of the BookinGO service to operate.
5.1. Information about properties of the goods is included in the valid contractual terms of the product, which can be viewed at any time at our headquarters or, at the request of the Buyer, may be sent at any time.
5.2. We are not responsible for the compatibility of the product with the interior it is intended for.
5.3. We are not liable for any damages caused, if the goods ordered by the Buyer are not intended for normal use only or will be used in non-standard conditions.
5.4. We are not responsible for the fact that individual parts may differ slightly in color from one another as well as color changes depending on the weather and climate conditions, in particular resulting from extreme humidity, heat and color fading resulting from uneven illumination.
5.5. We are not responsible for minor inconsistencies in the dimensions of the ordered goods. The acceptable deviation is +/- 1 cm for wood and metal products and +/- 3 cm for
5.6. We are not responsible for the assembly of the product unless otherwise specified in the contract or order confirmation.
5.7. We also do not accept any liability for the suitability of the goods ordered by us in
order to achieve the intended purpose of the Buyer, assuming that the Buyer has appropriately assessed the conditions to use of the goods, the space available and the proper design of the premises in which the goods will be located.
5.8. Misuse as well as improper assembly can have negative impact on the property and suitability for use of our products. Please adhere to our assembly instructions, which will be made available at the request of the Buyer.
6.1. Our technological partner implementing BookinGO services and their guarantor is EVEO sp. z o.o. with its registered office in Walerego Slawka 3A, 30-633 Kraków, NIP: 6762363773, REGON: 120580987 (hereinafter: 'Eveo').
6.2. For the duration of the implementation and in order to provide warranty/SLA for the System, the Contractor shall provide remote access to the System..
6.3. Eveo's and MARO's liability under warranty is excluded. The total liability for all titles arising from the execution of the offer shall be limited to the amount of the order and shall only cover actual damage. Neither Eveo nor MARO shall be held liable for lost profits if the damage had not been caused.
The terms and conditions of the software license and warranty, are available by clicking on the link and the Contractor, by placing an order, confirms that he or she has read and accepts them:
6.4. In the event of an error, the Contractor shall initially verify the reported problem in order to exclude an error on the part of the user/Contractor or its dependent IT systems.
6.5. Eveo shall, as a part of the project, provide training in the administration and operation of the System for a maximum of 2 hours to persons specified by the Contractor. Eveo shall not provide training to more than 10 persons simultaneously.Eveo jest administratorem danych osobowych.
6.6. Technical requirements to be met by the Contractor for the proper operation of the System:
6.7 Eveo is the administrator of the personal data.
7.1 We are obliged to deliver the goods only, if our offer, contract, or order confirmation provides so.
7.2 . The delivery date is specified in the Order Acceptance Confirmation sent by MARO. It is allowed to notify about the delivery by telephone or e-mail. The delivery of products directly to the Final Recipient specified by the Contractor, must be notified and agreed with MARO while placing an order. The Contractor is obliged to provide MARO in writing with the delivery address and details of the contact person authorized to receive the products, providing his or her name, telephone number and e-mail address.
7.3 MARO selects the suitable means of transport for the delivery of the order. If on the part of the Contractor there are special requirements for the means of transport, additional charges may be added upon agreement with the Contractor.
7.4 The goods shall be packaged, labeled and described in a manner appropriate to a particular Supplier. Individual batches in subsequent deliveries may vary in packaging.
7.5 We are liable for the damages resulting from damage and soiling of the goods caused by improper packaging and lack of protection during transportation only in the case of own delivery.
7.6 We are not liable for any damage caused by improper storage of the goods in the Contractor’s warehouse.
7.7 Due to the specific features of the products, it is understood that, unless otherwise stated in the order, the unloading location specified in the order is accessible by a truck. The Contractor is obliged to inform MARO of any technical, road and infrastructural constraints preventing delivery to both its warehouse and the final recipient. In the event that the Contractor's warehouse or the final recipient's reception location is located in an area restricted to road traffic or in an area restricted to the circulation of delivery trucks, the Contractor is obliged to indicate an alternative delivery location, or if the deliveries require special permits, it is up to the Contractor to obtain them. Failure to comply with the information obligations stated above authorizes MARO to charge the Contractor with the cost of the uncompleted delivery.
7.8 Upon the Contractor's request and with MARO's explicit consent, we may arrange transportation of the goods (carrier or forwarder) at the Contractor's expense. In such a case, the transportation costs borne by MARO shall be passed on to the Contractor based on an invoice issued by MARO. This delivery mode shall not affect the nature of the applicable EXW (Incoterms 2020) rule, including, in particular, the circumstance that the delivery is considered to be made at the moment of delivery of the goods to the carrier (forwarder). Upon the same moment, the risk of loss or damage to the goods is transferred to the Contractor.
7.9 The Contractor is allowed to change the delivery date specified in the order confirmation. This change made no later than 48 hours, counted from the moment of order placement, does not incur any financial consequences. If the order delivery date is changed later, MARO reserves the right to charge the Contractor with all the costs related to the start of the production process pertaining to this order. MARO will inform the Contractor about the amount of the incurred costs within 5 working days, counted from the time of the change.
7. Passage of the danger of accidental loss or damage
7.1. If it is not clearly stated that the subject of the order will be delivered at our cost and at our risk, to the final destination indicated by the Buyer, the passage of the accidental loss or damage of the ordered goods shall occur at the time when the
responsible person signed Shipping Note or at the moment the goods leave our production facility / warehouse. No matter whether the transportation is made using our own means of transport or whether it will be commissioned by us to a third party and regardless of whether the transport costs are incurred by us, the loading of the goods is the responsibility of the Ordering Party.
7.2. In the case of delay of receipt of goods for reasons lying on the side of the Buyer, the danger of loss or damage of the goods occurs when the goods are ready to be picked up.
8.1. Should it stem from the Parties' agreement, offer or placed order that together with the delivery of goods, MARO shall provide the Contractor with the service of unloading, assembly, installation, start or any other service related to the delivered goods, the provisions of this clause shall apply to the provision of this service by MARO.
8.2. In the event that, in the course of the provision of services, it results necessary to perform work that has not been foreseen in the list of planned works forming the basis for the calculation of payment, MARO may demand suitable increase in payment. Prior to performing additional work, MARO shall receive the Contractor's pre-approval for such work.
8.3. In the event that materials provided by the Contractor are used in the performance of services, MARO shall not be held responsible for their properties and suitability for the provision of the service. In such circumstances, the Contractor shall be obliged to provide materials in sufficient quantity and quality so that they are suitable for the provision of the service and that their use is legitimate for the intended use.
8.4. In the event that the Contractor fails to provide conditions that allow for the proper service completion (in particular: lack of work site, absence of an authorized Contractor's representative on site during the execution of works), MARO shall charge the Contractor with unforeseen additional costs (additional travel of the assembly team, accommodation, remuneration of employees) until the conditions allowing for the proper service completion are fully provided..
8.5. The completion of the service will be confirmed by an appropriate receipt report, signed by representatives of both parties. The report will include all the Contractor's objections, if any, defects and faults. Should there be no objections in the acceptance report, it shall be assumed that the work has been properly completed, and the service provided meets all the Contractor's requirements.
8.6. The Contractor shall be held responsible for the proper unloading operations unless agreed otherwise by the parties.
9.1. The basic and additional rates of charges for deliveries provided in Europe are included in Appendix No. 1.
9.2. The basic and additional rates of charges for deliveries provided in Poland are included in Appendix No. 2.
9.3. The unloading of full truckload (FTL) deliveries exceeding 4 hours and unloading of less-than-truckload (LTL) deliveries exceeding 1.5 hours are considered prolonged.
9.4. For prolonged unloading MARO shall be eligible to charge the Contractor with the fee specified in the Appendix No. 1 for deliveries provided in Europe or in the Appendix No. 2 for deliveries provided in Poland.
10.1. All our deliveries and services are subject to ownership rights. Ownership of the delivered goods is transferred to the Buyer only when one regulates amounts due in respect of our business relationship, both with the Buyer and with the entities included in one’s capital group, together with the incidental costs associated with the subject matter of delivery. It concerns all receivables/amounts due, regardless of their legal basis, including conditional or future claims, as well as the case in which the Paying Party indicated where the claims were to be credited. In current settlements, the ownership of the goods is considered as collateral for the debt balance.
10.2. In the case of late payments, we are entitled to the right to immediately demand return of the goods and the ordering party is obliged to issue the goods to us. Execution of the above request will not affect the validity of the contract concluded between us and the Buyer, nor will the ability to pursue any further claims. Claiming such a claim is tantamount to withdrawing from the contract will be expressed by us in writing.
11.1. The Buyer is entitled to claim any defects of the goods only, if one has fulfilled the obligation to investigate the subject of delivery and the obligation to notify us about the findings in accordance with the law and / or these General Terms and Conditions of Sales. The Buyer will notify us in writing within 5 working days of dispatching the goods. The Buyer is responsible to exhaustively describe detectable defects. On concealed or not detectable defects, the Buyer shall notify us in writing within 5 working days from the day of discovery. Failing to do so will result in loosing guaranty for the discovered defects. Undertaking inspection of the reported defects or actions to remove a defect does not preclude the possibility of raising a complaint by us concerning late or incorrect defect notification.
11.2. We shall not be liable for defects resulting from natural wear and tear, failure to adhere to the instructions and recommendations given, unauthorized alterations to the delivered, assembled and / or used goods. The above also applies to the incorrect assembly of goods by the Buyer or third parties, as well as improper use, unloading, storage of the goods.
11.3. Our liability under the warranty shall expire after 1 (one) year starting from the acceptance of goods by the Buyer. In the event of a defect we commit ourselves, at our sole discretion, either to fix the defect or to supply new product. In the case where the goods were already unsuccessfully twice repaired or exchanged, the Buyer may demand a proportional price reduction or withdrawal from the contract, and any further claims shall be available to the Buyer only within the scope specified in §8.
11.4. In case of claiming defects by the Buyer that fall under the guarantee, the Buyer has the obligation to appoint us an appropriate deadline, the deadline is deemed appropriate, if it is at least 30 working days from the day of the notification. We may refuse to remove the defect or deliver a defect-free good, if it involved disproportionately high costs. High costs that exceed 30% of the value of the good sold should be considered as disproportionately high.
11.5. All necessary costs associated with the removal of a defect or replacement of the goods that are free of defects, in particular the costs of transport, labor or materials, shall be borne by us, unless these costs increase due to the fact that the goods have been shipped elsewhere than the place of original delivery. The defect goods become our property.
11.6. If we do not find defects of the goods, all costs related to the control/inspection of the goods will be borne by the Buyer.
11.7. Guarantee claims can be made directly to us by the Buyer; These claims cannot be transferred to third parties.
11.8. In the case of irrelevant defects, the Buyer shall not be entitled to withdraw from the contract or refuse to accept the goods.
11.9. In the event that we give you a guarantee for the goods being sold, Terms and Conditions of such a guarantee are specified in a separate document. For non- regulated warranty coverage, these General Terms and Conditions of Sales apply.
12.1. Unless otherwise stated in these General Terms and Conditions of Sales, we are solely responsible for violating material contractual, non-contractual and statutory obligations, and only in the event of intentional or gross negligence. This also applies to our salesmen, sales representatives and people that were responsible to deliver these duties. Subject to the following limits, the damage is shown only to the extent that the occurrence and height of the breach - as a typical consequence of the breach of our obligations - were able to predict at the time the contract was concluded and impossible to prevent / reduce by the Buyer.
12.2. We are not liable for any damages other than damages on the goods delivered. In particular, we are not responsible for lost benefits and other property damage of the Buyer and its contractors, as well as culpa in contrahendo.
12.3. The burden of proving that a defect has arisen prior to the passing of the danger of accidental loss or damage or resulting from a cause already prevailing the item from being sold stays with the Buyer.
12.4. Liability for damages resulting from anything other than guilt are excluded, unless such exclusion is legally permitted.
13.1. In the case of delivery made in accordance with the model, example supplied by the Buyer or delivery where materials supplied by the Buyer were used, the Buyer shall ensure the inviolability of the rights of third parties in the territory of the Republic of Poland (copyrights, patents, etc.). We will notify the Buyer of any knowledge we have about the rights of third parties and / or submitted by third parties. The Buyer will release from us any third party claims and repair the resulting damage. In the case of third party claims related to the manufactured or delivered goods, we are entitled to stop all work until the case is resolved between the Buyer and the third party.
In the event that due to delays subsequent execution of the contract would be an undue nuisance, we are also entitled to withdraw from the contract. In the above cases, the Buyer cannot have any claims against us.
13.2. Patterns given to us in case no contract has been concluded, are only returned to the Buyer at his request. Otherwise those will be destroyed by us. The above obligation also applies to the Buyer accordingly.
13.3. We are entitled to copyrights and other industrial property rights, in particular the right of use and unrestricted use, to the designs, models, forms created by us a third party on our behalf.
The law of the Republic of Poland, except for the United Nations Convention on Contracts for
International Sales, is applicable. The competent court is the common court in Poznań. Irrespective of the above, we are entitled to sue the Buyer in the place of business / place of residence.
Where in the General Terms and Conditions of Sales ‘in writing’ is stated, it also means by telefax and e-mail.
Any possible invalidity of individual provisions of the General Terms of Contracts will not invalidate the other provisions and agreements. The invalid provisions will be replaced by valid provisions that in a closest economic sense correspond to the invalid provisions.
17.1 The following General Terms and Conditions of Sales was written in Polish and later translated to English. Although it is the Polish text which may prevail before the Court.
(valid from 01.08.2023r.)