GENERAL ORDER TERMS
1. General Provisions
1.1. These General Order Terms (hereinafter referred to as “the GOT”) determine the rules of concluding contracts in which the party receiving the order is Braden Spółka z o.o. (hereinafter referred to as “aroma4car”) seated in: 30-605 Kraków, ul. Fredry 2, registered in the District Court for Kraków – Śródmieście in Kraków, XI Commercial Division of the National Court Register, KRS: 0000454933, NIP [Tax Identification Number]: 6812055460, REGON [Statistical Number]: 122811706, share capital PLN 55,000, email: firstname.lastname@example.org, phone: +48 12 307 26 01.
1.2. The GOT are an integral part of the contracts concluded by aroma4car and are complete and the only contractual regulation binding the parties of such contracts. The parties exclude applying any other standard contracts, including the ones applied by the Employer. The GOT may only be amended in writing under pain of nullity. The conclusion of a separate written contract excludes the application of these GOT only to the extent regulated differently.
1.3. The GOT are provided for acknowledgement and acceptance of the Employer in the proceedings of placing the order, as well as they are sent by email to the Employer and are available on the website www.aroma4car.com
1.4. All announcements, advertisements, price lists, and other information posted on the websites www.aroma4car.com do not constitute an offer as defined in the Civil Code, but an invitation to conclude a contract (Art.71 of the Civil Code).
1.5. Aroma4car does not manage remote consumer sales, including sales via website www.aroma4car.com, and these GOT are addressed only to entrepreneurs, that is to the entities that make purchases related to their business or professional activity. Sale to the consumers is only possible through direct contact and through individual negotiations on the terms of the transaction.
2. Placing Orders and Concluding Contracts
2.1. With the purpose of concluding the contract, the Employer shall contact aroma4car and pre-negotiate the transaction conditions by telephone or email, and then, according to the outcome of negotiations, fill out the order form available on the website www.aroma4car.com. Filling out and sending the order form is tantamount to submitting an offer to conclude a contract.
2.2. Along with the order the Employer shall send aroma4car a graphic design of a disposable air freshener prepared in a pdf file, or using Adobe Illustrator for version CS 4 or Corel Draw for version 11.0.With a separate charge the Employer may order preparing by aroma4car a graphic design of a disposable air freshener. Before finalizing transaction the parties shall agree, if necessary, on a final version of an air freshener design via email. The final design of the air freshener approved in this way by the Employer constitutes an element of the offer submitted by the Employer.
2.3. The order shall be placed by a person authorized to make representations on behalf of the Employer and shall specify in particular detailed information on the Employer, including the seat address and NIP number, type and quantity of the ordered goods, type and place of delivery, as well as the chosen method of payment.
2.4. The contract is concluded upon the acceptance of the order (the offer) by aroma4car, under the conditions specified in the offer and in these GOT. Aroma4car may accept the order in writing, by email or fax. No statement of acceptance made by aroma4car is tantamount to the fact that the contract has not been concluded. The parties disclaim any tacit (implicit) possibilities of concluding a contract provided by law, except for those specified in Art.681 of the Civil Code.
2.5. After conclusion of the contract and start of the order processing by aroma4car, the Employer may no longer introduce any changes to the order or design.
3. Price and Payment
3.1. The price of the order is a price agreed upon by the parties specified in the order and approved by aroma4car. The order price does not include costs of delivery (transport), insurance, storage, loading, unloading, blister pack (box), design and prepress, unless these costs are included in the content of the order.
3.2. Payment of the order price shall be made in full as a prepayment (in the case of a first order, order from abroad, and order from the Employer who was involved in payment delays for other orders) or in part as an advance payment of not less than 30% of the gross value of the order (in the case of subsequent orders, if the Employer is not in arrears to aroma4car). In the event of an advance payment the remaining part of the price for the order is payable after completion of the order, based on the VAT invoice issued by aroma4car and the date indicated therein.
3.3. The date of payment is regarded as the date on which the aroma4car bank account is credited.
3.4. If the agreement of the parties does not indicate otherwise, all agreed remunerations or prices are in net value, to which a tax shall be added (in particular VAT) in the amount applicable at the time.
3.5. In the case of failure to meet the deadline for payment, aroma4car is entitled to pursue a claim against the Employer for payment of maximum interest referred to in Art. 359 § 21 of the Civil Code, as well as is entitled to charge the Employer with any costs of debt recovery, in particular the costs of court proceedings and enforcement proceedings, and the actual costs of representation by a solicitor. Moreover, aroma4car is entitled to charge the Employer with the amount of PLN 40.00 for each pre-court call for payment addressed to the Employer, whereas there shall be no more than 3 calls against payment prior to instituting legal proceedings.
3.6. In the case of delay in the payment of the price by the Employer from any contract between the parties, aroma4car is entitled to refrain from implementation of all concluded contracts (including delivery of the goods) until payment of all amounts due, along with interest and costs. Shall the delay in any payment exceed 30 days, aroma4car may withdraw from the contract without setting additional term, retaining the right to compensation and calculation of any penalties.
3.8. The parties agree that title of the ordered goods shall be transferred to the Employer only at the moment of payment of the entire price to the benefit of aroma4car (Reservation of Ownership of a Thing Sold – Art. 589 of the Civil Code), which does not release the Employer from the obligation to pay the price at the agreed date.
4. Order Processing
4.1. Orders are processed within 10 to 21 working days (depending on the type and quantity of the ordered product) from the date of crediting the payment referred to in paragraph 3.2.of the GOT, whereas for the order delivery dates for orders of products for more than 10,000 items are determined individually.
4.2. The place of the service performance is the seat of aroma4car referred to in paragraph 1.1.of the GOT. Upon request of the Employer aroma4car may send the goods to the Employer at the address specified in the order using the carrier, while in this case the release of goods is made at the moment when aroma4car entrust the goods to the carrier and thereafter the risk of loss or damage to the goods is transferred to the Employer, regardless of who is charged for the costs of transport.
4.3. The Employer may place an order to organize delivery (transport) of the ordered goods by aroma4car. In such a situation the cost of delivery is specified in the order form and is always borne by the Employer. In the case of delivery of the ordered goods in batches, the delivery cost of each batch is covered by the ordering party. Costs of delivery organized by the Employer is covered by the Employer. The Employer may also choose the option of personal receipt of the goods.
4.4. In the case of orders including the export of goods outside the Polish territory, the Employer is obliged to cooperate with aroma4car in the scope of collection and handing over any documentation required to settle the transaction, including, in particular, the documentation necessary to settle the taxes and duties.
5.1. The Employer is obliged to confirm receipt of the goods and carefully check its condition (quantitative and qualitative receipt) on the date of receipt, with due diligence.
5.2.1. Any deficiency in the quantity of unpacked goods, collective packaging or the number of collective packaging shall be reported by the Employer in writing under pain of nullity immediately after unpacking the goods, but no later than within three days from the date of the receipt, otherwise the goods shall be deemed as in compliance with the order. When submitting a complaint the Employer shall provide the order number and is obliged to attach the documentation of purchase and provide all the deficiencies/defects of the goods.
5.2.2. In the case the delivery is involving a carrier, any deficiency in quantity or damage to goods must be stated in the form of a damage report prepared on the date of receipt of goods by the Employer and the driver/carrier, who provided transport service. In the case of deficiency in quantity the report must indicate discrepancies between actually delivered goods and the VAT invoice.
5.2.3. Complaints regarding the quantity or mechanical damage to the goods shall be submitted by the Employer at the aroma4car address (by mail, email or fax). If the delivery is involving a carrier, for the complaint to be effective it is necessary to attach to the complaint a copy of the complaint report prepared on the date of receipt of goods, indicating the cause of complaint and signed by the Employer and the driver/carrier, who provided transport service.
5.2.4. Complaints regarding the quality of goods, including those relating to non-compliance with the order in any respect, shall be submitted by the Employer immediately after unpacking the goods, but no later than fourteen days from the date of the receipt, otherwise the goods shall be deemed as in compliance with the order. Complaints submitted later shall not be considered by aroma4car also in a situation where the goods have not been unpacked by the Customer.
5.3. The shipping documents without additional annotation signed by the Customer are a proof for aroma4car of acceptance of the particular batch of goods without objections regarding the quantity and without any damage.
5.4.1. Complaints regarding the quantity or mechanical damage to the goods shall be considered by aroma4car within a period not exceeding 14 days from the date of receipt of the complaint.
5.4.2. In the event the complaint regarding the quantity or mechanical damage to the goods is accepted by aroma4car, supplementing the quantity or replacement of damaged goods shall be made within the period agreed on by aroma4car and the Employer.
5.5. Submitting a complaint does not suspend the payment deadline and does not relieve the Employer from the obligation to pay the agreed price within the fixed period. Aroma4car is entitled to suspend the procedure of handling the complaints of the ordering party until the due payments of any kind are made.
5.6. The purchased goods are not subject to return for reasons other than the reasons referred to in section 5.4.1. and 5.4.2. of the GOT.
5.7. Any liability of aroma4car related to conclusion of the contract, regardless of the reason for this liability, does not include redressing indirect damage, secondary damage, and the damage including lost benefits. In any case the liability of aroma4car is limited to the net price of the sold goods actually paid by the Employer.
5.8. Aroma4car shall be liable for the possession of certain characteristics of the ordered goods or the suitability of the ordered goods for the purposes desired by the Employer only on the condition that aroma4car has issued a written assurance that the product has certain characteristics or that it is suitable for these purposes.
6. Final Provisions
6.1. Any terms provided for in the GOT are reserved in favor of aroma4car.
6.2. Aroma4car does not guarantee the continuity of products regarding identical colour shade, fragrance and identical structure of the material.
6.3. For the contracts concluded with aroma4car only the provisions of the Polish law are applicable. In the matters not covered by the concluded contracts and by the GOT, the provisions of the Civil Code shall apply in particular.
6.4. The Parties shall aim at resolving any disputes arising in relation to the performance of contracts covered by these terms amicably. In the case resolving the dispute amicably is not possible, the court settling the dispute is the court having jurisdiction over the seat of aroma4car.
6.5. The ordering party shall be solely liable for the existence of the right to use by aroma4car within the framework of the contract: utility models and industrial designs, trademarks, or any other elements that are subject to legal protection. The Employer is obliged to release aroma4car from any claims of third parties arising from a breach of the rule referred to in the preceding sentence and is liable for the fact that no third party shall file their claims in this respect against aroma4car.
6.6. The Employer acknowledges that the disposable air fresheners should be kept away from children, the contact with plastics and textiles should be avoided, the contact with eyes and mouth should be avoided, a hook for the intended use or a rubber band should be used for attachment, hands should be washed after attachment. The Employer undertakes to inform their recipients of the aforementioned.
6.7. The ordering party is obliged to notify aroma4car in writing immediately of any change of the seat, place of residence or correspondence address. No notification causes the delivery to the addresses specified in the order to be considered as effective.