Roger General Commercial Terms and Conditions

GENERAL COMMERCIAL TERMS AND CONDITIONS FOR SALE OF GOODS AND/OR SERVICES
ROGER master limited partnership Roger Spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Gościszewo

ARTICLE 1. GENERAL PROVISIONS

§ 1.    These General Commercial Terms and Conditions (GCTC) are based on Article 384 and subsequent articles of the Act - the Civil Code (consolidated text published in the official journal “Dz.U.” 2014, item 121).

§ 2.    These GCTC apply to agreements for sale of goods and/or services by master limited partnership Roger Spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Gościszewo, at: Gościszewo 59, 82-400 Sztum, Poland, registered in the National Court Register kept by the District Court for Gdańsk-Północ in Gdańsk, VII Commercial Division of the National Court Register, under the number KRS 0000639772, business statistical number (REGON): 170014326, Tax Identification Number (NIP): 5790006381 (the Vendor) with its business partners (the Buyer(s)), who execute these agreements only for purposes directly related to the businesses pursued by them.

§ 3.    Prior to placing an order, the Buyer shall deliver to the Vendor copies of documents confirming its status as an entrepreneur registered in the National Court Register (KRS) or an excerpt from the Central Registration and Information on Business (CEDIG), a certificate on the Tax Identification Number (NIP) and the business statistical number (REGON) as well as notify the Vendor of any changes thereto.

§ 4.    The goods and/or services are not sold to natural persons who are consumers as defined by the Civil Code, hence these GCTC shall not apply to consumers.

§ 5.    The GCTC are available at the website www.roger.pl and upon request of the Buyer may be sent to its address in an electronic or paper form.

§ 6.    It shall be deemed that signing the agreement or placing an order by the Buyer and acceptance of the delivered goods and/or services shall be tantamount to acceptance of these GCTC without any reservations.

§ 7.    In case the Buyer maintains regular commercial relationships with the Vendor and the GCTC have been accepted by the Buyer according to the procedure specified in Article 1 § 6 of the GCTC, it is assumed that these GCTC shall apply throughout the entire commercial relationship between the parties.

§ 8.    The sold goods are dedicated to provide access control, time and attendance recording, guard tour recording and other activities regarding electronic security. Detailed purpose, description of functionality and the method of use of goods are specified on a relevant description appended to the purchased goods or are available at the Vendor’s website www.roger.pl.

§ 9.    The Vendor notes that in case of electronic products some irregularities in processing data entered into the system may occur; moreover, it is not capable of verifying the conformity of data entered by the Buyer. Therefore, the conformity of all data entered into the system and the correctness of calculations should be verified by the Buyer.

§ 10.  The Buyer shall verify whether the ordered goods and/or services are fit for their intended purpose.

§ 11.  The typographic symbol “Roger” is a a registered trademark of the Vendor, and the Buyer shall be authorized to use that trademark in accordance with the law.In particular, the Buyer shall not have the right to modify, remove or cover this trademark placed on the goods purchased from the Vendor.

§ 12.  The GCTC does not regulate matters related to the granting by the Vendor of a license for products and computer software owned by the Vendor nor any matters related to the transfer of copyright to such products or software or any rights associated with them.

ARTICLE 2. EXECUTION OF AN AGREEMENT

§ 1.    Any and all commercial information of an advertising and marketing nature in whatever form shall not constitute an offer within the meaning of the Civil Code.

§ 2.    An agreement is executed by way of signing by both the parties of a jointly negotiated text of the agreement or by way of placement , acceptance and negotiation of an offer referred to in Article 2 § 4 - § 9 of the GCTC.

§ 3.    The agreement executed by way of signing by both the parties of a jointly negotiated text of the agreement is effective from the date of its signing or from any other date specified in this agreement by the parties.

§ 4.    Execution of an agreement by way of placement, acceptance and negotiation of the offer requires the Buyer in each case to file with the Vendor a written order (by fax or e-mail) specifying the price, type and quantity of the goods and/or the type and scope of services and the date of their delivery and/or provision. It is assumed that the order is placed and signed by the person authorized to place orders on behalf of the Buyer. The provisions of Article 9 § 2 of the GCTC shall apply accordingly.

§ 5.    In order to be valid, each and every order must be without undue delay i.e., not later than within 5 business days, confirmed by a person authorized to represent the Vendor in writing (by fax or e-mail), with a confirmation of the acceptance of all the terms and conditions specified in the order, in particular the date delivery of the goods and/or the provision of the services and the price. The provisions of Article 9 § 2 of the GCTC shall apply accordingly.

§ 6.    Without the consent of the Vendor, the Buyer may not cancel or change a properly confirmed order.

§ 7.    Any and all changes of the terms and conditions of the order require the procedure specified in § 4 and § 5 to be complied with in order to be valid.

§ 8.    The agreement is executed upon sending by the Vendor of order confirmation, except as described in § 7.

§ 9.    In the case referred to in Article 6 § 4, an agreement is executed upon receipt by the Vendor of the order confirmation with the current price of the ordered goods and/or services.

§ 10.  The Vendor shall not be liable for the consequences of errors in the content of the order placed by the Buyer.

§ 11.  The Buyer may not, without a written consent of the Vendor, assign the rights arising under the executed agreement of sale of goods and/or services to third parties.

ARTICLE 3. ORDER LEAD TIME

 § 1.    The order lead time begins to run on the date specified in the agreement or in the order confirmation.

§ 2.    Delivery date and/or order lead time and other terms and conditions of sale are subject to change, even after the placement by the Buyer of the order for goods and/or services, in particular as a result of force majeure or other circumstances beyond the control of the Vendor, and as a result of changes in market conditions and the current terms of trade related to, among others, the relations between the Vendor and its business contractors cooperating with the Vendor for the purpose of execution of agreements by the Vendor. The Buyer shall be notified without undue delay of any change in the date of delivery and/or order lead time as well as other terms and conditions of sale.

ARTICLE 4. DELIVERY, ACCEPTANCE OF GOODS AND/OR SERVICES, COMPLAINTS PROCEDURE

§ 1.    Receipt of goods takes place in the warehouse of the Vendor at the expense and risk of the Buyer.

§ 2.    If the transportation of the ordered goods is organized by the Buyer, the carrier selected by the Buyer must be notified to the Vendor and accepted by the Vendor prior to dispatch of the goods. The cost of transportation is paid by Buyer.

§ 3.    It shall be deemed that the goods are delivered upon their handover to the Buyer or to the carrier designated by the Buyer.

§ 4.    It shall be deemed that the service is performed upon signing of the handover document by the Buyer.

§ 5.    The Buyer shall be obligated to accept the ordered goods and/or services. Non-acceptance of the goods and/or services shall not release the Buyer from the obligation to pay the full price.

§ 6.    Upon receipt of shipment organized by the Vendor, the Buyer shall meticulously check the condition of the package in the presence of the courier. In the event that the Buyer finds external damage to the package or has objections as to the quantity of the delivered goods or the content of the package, the Buyer shall prepare a damage report in the presence of the courier including a description and photos of the package. Out of two identical copies of the damage report signed by the courier, one shall be sent to the Vendor, and the other shall remain with the Buyer. In such case, the goods are returned to the Vendor for the purpose of launching a complaint procedure against the carrier.

§ 7.    The Buyer may file a quantitative complaint with the Vendor within 3 days of the receipt of goods. If the complaint is accepted, the Vendor shall send the missing goods as soon as possible, at its own expense.

ARTICLE 5. RISK TRANSFER AND TITLE RETENTION

§ 1.    The risk of loss of or damage to the goods passes upon the Buyer upon delivery of the goods to the carrier, but at the latest when the goods leave the warehouse of the Vendor.

§ 2.    The goods are owned by the Vendor until payment of the full price stated on the sale invoice of these goods issued by the Vendor.

§ 3.    The Buyer shall handle the goods in a proper manner and provide at its own expense a full insurance coverage against fire, flood, theft, destruction or damage of the goods.

§ 4.    In the case maintenance works or inspection is needed, the Buyer shall timely perform these works at its own expense.

§ 5.    The Buyer may not encumber the goods with any third party rights.

§ 6.    The Buyer must notify the Vendor without undue delay about any enforcement proceedings conducted against the Buyer, in the course of which goods may be seized by the enforcement authorities.

ARTICLE 6. PRICE AND TERMS OF PAYMENT

§ 1.    Sale of goods and/or services takes place based on the prices applicable as of the date of order confirmation for goods covered under the Vendor’s pricelists. In the event goods and/or services on the given order confirmation are not covered under the Vendor’s pricelists, the sale shall take place at a price mutually agreed by the parties in writing.

§ 2.    The prices specified in the pricelist or agreed by the parties apply only for the purpose of execution of a given order, unless the parties agree otherwise in writing.

§ 3.    All prices fixed and made available by the Vendor are net prices applicable at the Vendor's warehouse, Gościszewo EXW (INCOTERMS 2000).

§ 4.    The Vendor reserves the right to change the prices specified in the pricelist in the event of fluctuations in foreign currency exchange rates and other factors impacting the price. In this case, the Buyer shall be notified of the current price for the ordered goods and/or services in the order confirmation.

§ 5.    The method of payment shall be a bank transfer to the Vendor’s bank account specified on the invoice. The bank costs are paid by the Buyer only.

§ 6.    Other deadlines and other terms and conditions of payment agreed under Article 2 of the GCTC apply.

§ 7.    The date of crediting the amount to the bank account of the Vendor shall be the date of payment.

§ 8.    In case of default in the payment of the price, the Vendor may to charge statutory interest and suspend the delivery of goods and/or provision of services until the payment of the full price plus accrued statutory interest calculated for the period of payment default.

§ 9.    Any set-offs by the Buyer of the Buyer’s liabilities against the Buyer’s receivables under agreements executed with the Vendor shall hereby be excluded.

ARTICLE 7. MANUFACTURER’S WARRANTY

§ 1.    Reference in commercial documents to bills of materials, certificates or results of testing shall not constitute quality assurance of the goods and/or services. This reservation also applies to publications or public statements by the Vendor relating to the quality of goods.

§ 2.    Under the manufacturer’s warranty, the Vendor undertakes to repair free-of-charge any physical defects of or damage to goods caused due to the fault of the Vendor, notified in writing within 14 business days after the date of delivery of goods to the Vendor.

§ 3.    The manufacturer’s warranty shall be valid for the period of 24 months from the receipt of goods by the Buyer, unless the warranty terms and conditions appended to the goods provide otherwise.

§ 4.    Any claims under the manufacturer’s warranty given may be made only upon presentation to the Vendor of a duly filled warranty card along with a purchase receipt of goods. The method of handling a manufacturer’s warranty claim is determined by the Vendor.

§ 5.    Before the dispatch of goods with manufacturer’s warranty claims to the Vendor, the Buyer shall contact the Vendor in order to have the damage verified by technical consultants or to arrange the method of delivering the goods to the Vendor and obtaining the RMA number.

§ 6.    The Buyer shall notify the manufacturer’s warranty claim on the Vendor’s claim form (RMA). The Vendor reserves the right to reject any filed warranty claims sent to it in any other manner. The RMA form is available at the Vendor’s website: www.roger.pl.

§ 7.    Within 14 days from the date of receipt of a properly notified manufacturer’s warranty claim, the Vendor shall notify the Buyer on the outcome of the claim and of the date of repair of the goods.

§ 8.    The Vendor may fail to meet the deadline for the repairs under the manufacturer’s warranty claim, if there are any interruptions in the operation of its company due to import/export restrictions and/or other legal regulations or any other unforeseen circumstances.

§ 9.    The manufacturer’s warranty shall not apply to:

a.)  damage or malfunction for which the Vendor is not liable, caused in particular by lightning, flooding, mechanical strokes, non-compliant supply voltage, and other external factors;

b.)  damage caused due to improper transportation, storage and use, in particular any use of the goods contrary to its purpose; or

c.)  wear and tear being the consequence of a normal use of the goods.

§ 10.  The manufacturer’s warranty shall become invalid if its terms and conditions are violated, in particular if:

a.)  the warranty card or the purchase receipt of the goods are not compliant with each other or it is not possible to read any data therein or their content is changed in any way;

b.)  the goods are tampered with by a person other than the Vendor, in particular by making any modifications, changes or repairs thereof; or

c.)  the warranty seal was removed from the goods by an entity other than the Vendor.

§ 11.  The liability of the Vendor under the manufacturer’s warranty shall be limited to the above-mentioned warranty term and shall be restricted to the value of the goods determined according to a retail price suggested by the Vendor on the purchase date and shall not entail the right to claim the reimbursement of any lost benefits due to any defects of the device, in particular it shall not entail a compensation for the loss of time, the temporary inability to use the goods, or any discomfort, inconvenience or costs related to filing a manufacturer’s warranty claim. The Vendor shall not be liable for any damage caused by damaged or defective goods.

§ 12.  After expiry of the warranty term, any and all repairs carried out by the Vendor shall be paid for. The Vendor shall give a three-month warranty for any post-warranty repairs. The cost of delivery of goods for repair shall be paid for by the Buyer.

§ 13.  Statutory warranty shall be excluded.

ARTICLE 8. DISCLAIMER

§ 1.    Any liability of the Vendor towards the Buyer and third parties shall be excluded to the maximum extent admitted under the applicable law.

§ 2.    The tort and contractual liability of the Vendor towards the Buyer and third parties shall be excluded, subject to any mandatory regulations of the Civil Code.

§ 3.    The liability of the Vendor towards the Buyer and third parties for potential damage that might be caused intentionally shall be limited to the unit price of goods that caused the damage as specified on the Vendor's invoice. This liability shall not encompass the right to claim reimbursement of any lost benefits or for any indirect damage.

§ 4.    The Vendor shall not be liable in particular for any damage caused by improper or unprofessional operation, improper assembly or start-up by the Buyer or by any third parties, for normal wear and tear, improper or negligent use, as well as in particular for any consequences of unprofessional modifications introduced without the consent of the Vendor or any repair work carried out by the Buyer or any third parties.

§ 5.    The Vendor shall not be liable for any functional defects of the goods resulting from inappropriate selection of hardware or improper design of the system, or installation by the Buyer, who is obliged, before the purchase, to familiarize itself with and verify whether the functionality of goods offered by the Vendor fulfills the Buyer’s needs.

§ 6.    The Vendor shall not be liable for any third party claims resulting from the use of the goods by the Buyer or from the use of the goods by any unauthorized third parties, to the detriment of the Buyer.

§ 7.    The Vendor shall not be liable in any way for the liabilities of the Buyer to third parties.

§ 8.    If a claim is instituted by a third party against the Vendor before a court of law for damage incurred by that party in connection with the goods and/or services, then the Buyer agrees to join the litigation with the Vendor, if it is admissible under legal regulations, and to support the Vendor in the course of such litigation and to pay all costs associated thereto, including damages, court fees and legal attorney’s fees, etc.

§ 9.    The Vendor shall not be liable for failure on the part of the Buyer to comply with the obligation to obtain any consents required under the law.

ART. 9. RETURN OF GOODS

§ 1.    Purchased goods may be returned on terms and conditions defined below.

§ 2.    Only the following goods may be returned:

a.) goods in the original condition (Original Condition), that is goods in an intact condition as released from the Vendor’s warehouse;

b.)  goods in the condition that permits restoration of the goods to their Original Condition; all the costs associated with the restoration of goods to their Original Condition are paid by the Buyer.

§ 3.    The return of goods should be notified via e-mail to roger[at]roger.pl stating the cause for the return of the goods. The goods return procedure is launched based on the original purchase receipt, that is the VAT invoice, and its delivery to the Vendor requires the Vendor’s prior consent granted by electronic mail.

§ 4.    The Vendor shall launch the goods return procedure immediately upon the receipt of goods from the Buyer. The procedure shall be completed not later than 30 days from the date of receipt of the goods.

§ 5.    The Vendor reserves the right to refuse to accept the goods, if the goods:

a.)  cannot be restored to their Original Condition;

b.)  have been withdrawn from the product range of the Vendor (the applicable product range is on the price list of the Vendor);

c.)  are special edition goods that are not circulated according to the standard product trading rules.

§ 6.    The final decision on acceptance or refusal to accept the return of goods is made by the Vendor, within the time limit specified in § 4, of which the Vendor notifies the Buyer electronic mail.

§ 7.    Unless the goods are returned due to the Vendor’s fault, the costs associated with the transportation of the goods to the Vendor’s warehouse at the Vendor’s registered office shall be paid by the Buyer.

§ 8.    Goods sent without adherence to the requirements referred to in §2 and §3 of this Article shall not be accepted at the Vendor’s warehouse and shall be returned to the Buyer at the Buyer’s cost.

§ 9.    In the event granting consent for the return of goods, a revised invoice shall be issued. In the event of issue of an invoice for restoration of goods to their Original Condition, the amount reimbursed to the Buyer shall be reduced by the relevant costs of restoration of goods.

ARTICLE 10. COMMUNICATIONS - ADDRESS

§ 1.    The Parties shall notify each other of each and every change in address. In the event of failure to notify the other parties of the change of address, communications delivered to the former address shall be deemed to have been duly delivered and causing all the legal consequences stipulated therein.

§ 2.    All communications between the Vendor and the Buyer via electronic mail shall be deemed to produce legal effects, provided that the message shall contain the following component elements: e-mail address, date and hour of the message and the sender's first and last name. Any anonymous messages shall be deemed invalid.

ARTICLE 11. CONFIDENTIALITY / BUSINESS SECRET

§ 1.    Without the Vendor’s consent the Buyer shall not have the right to convey to any third parties any information that constitutes business secrets and was obtained in the course of commercial contacts.

§ 2.    Any information or materials given to the Buyer by the Vendor and not available to the general public (hereinafter referred to as Confidential Information) shall be deemed to be confidential; this provision shall apply in particular to any data concerning the technical solutions applied by the Vendor, codes, documentation related to the commercial contacts between the Parties, information on counterparties or the economic standing or legal status of the Vendor.

§ 3.    The Buyer shall prevent any disclosure of Confidential Information by its present and future employees, collaborators, shareholders, partners as well as after the termination of an employment relationship (upon ending the cooperation with the Buyer).

§ 4.    Notwithstanding the above, the Buyer shall restore forthwith the lawful status and prevent any violations of any Confidential Information.

§ 5.    The Buyer shall:

a.)  use Confidential Information exclusively in a manner that complies with these GCTC;

b.)  maintain confidentiality of any and all Confidential Information, and not to disclose or convey it to any third parties;

c.)  use any and all precautions aimed at providing the security of Confidential Information.

§ 6.    The confidentiality clause shall not apply if:

a.)  any Confidential Information is or becomes known to the general public in a manner other than due to the violation of GCTC;

b.)  any information was previously known to the Buyer from other sources, which can be proven beyond any doubt, both with regard to the time and source of obtaining any such Confidential Information;

c.)  the obligation to disclose the Confidential Information to third parties results from mandatory legal regulations. The Buyer shall inform the Vendor forthwith of receiving the above-mentioned request, unless conveying such Confidential Information is prohibited by the law or by a decision of an entity that requires the Confidential Information to be disclosed. The above-mentioned notice shall be sent, if possible, before disclosing the Confidential Information to the entity authorized to make such a request;

d.)  the Buyer who intends to disclose Confidential Information must hold a written consent of the Vendor determining the scope and object of the consent.

§ 7.    The non-disclosure obligation shall apply for an indefinite term. The obligations set forth in this Article shall survive the performance or termination of the legal relationship between the Parties.

ARTICLE 12. FORCE MAJEURE

The Vendor shall not be liable for default or improper performance of the obligations arising out of the goods and/or services sale agreement, if the default or improper performance of obligations results from the circumstances over which the Vendor has had no control despite acting with due diligence (Force Majeure). The circumstances mentioned in the preceding sentence shall include, in particular, natural phenomena, disorders of community life including strikes and riots, actions of authorities, undelivered supplies from the Vendor’s suppliers and other, unforeseeable, unavoidable and major events. The occurrence of such events waive the Vendor’s obligation to fulfill its obligations laid down in agreements for the duration of the interruptive event and within the scope of its impact. The Vendor shall inform the Buyer of such circumstances as soon as possible and without undue delay and to spare no effort to fulfill its obligations acting in good faith, inasmuch the prevailing circumstances allow.

ARTICLE 13. PERSONAL DATA

§ 1.    The Buyer grants hereby is consent for the provision to the Vendor of its personal data and for their processing only for the purposes related to the legal relationships governed by the GCTC, in accordance with the Act of 29 August 1997 (consolidated text published in the official journal “Dz.U.” of 2002, No. 101, item 926, as amended) on the Protection of Personal Data.

§ 2.    The Buyer shall have the right of access to its personal data and to revise the same. The personal data shall be provided by the Buyer voluntarily.

§ 3.    The Vendor shall not transfer any personal data of the Buyers to any third parties. Such data may be made available to entities authorized to receive the same under applicable legal regulations, including law enforcement authorities.

§ 4.    If any personal data of the Buyer are not derived from the Buyer itself, the Buyer shall have the right to:

a.)  file a written substantiated claim to discontinue the processing of its personal data due to its special situation, in case of processing personal data for the purpose of executing duties set forth by the law and fulfilled for public benefit, or to fulfill a legally justified purposes by the Vendor;

b.)  file a complaint against processing its personal data for marketing purposes or against the transfer of its personal data to another data administrator - the Vendor shall not process these personal data and shall not transfer these data to another data administrator.

ARTICLE 14. SEVERABILITY

§ 1.    Should any provision of the GCTC be held invalid, unlawful or becomes unenforceable for any reason, the remaining provisions of the GCTC shall remain fully binding and effective as if the GCTC was binding without such invalid, unlawful or unenforceable provision. The invalid provisions shall be replaced with the relevant provisions under the Polish civil law.

§ 2.    If the scope of the found invalidity or unenforceability prevents the attainment of the purpose, the Vendor and the Buyer shall without undue delay embark on negotiations in good faith with a view to replace the invalid or unenforceable provision by such a valid and enforceable provision, which to a greatest possible extent matches the intention of such a provision which is being replaced.

ARTICLE 15. MISCELLANEOUS

§ 1.    The Parties agree that amendments of the GCTC made by the Vendor do not require execution of an amending annex and that they produce legal effects as from the date of their publication on the website www.roger.pl.

§ 2.    Regulations of the Polish law, in particular the Civil Code, shall apply to the remaining matters not regulated in these GCTC. All disputes shall be resolved according to the wording of the GCTC as of the date the claim was filed.

§ 3.    Any potential disputes arising in connection with these GCTC shall be resolved by negotiations, and in the case of failure to reach a conciliatory agreement within a time limit of 30 days, all such disputes shall be resolved before a Polish court of law having jurisdiction over the location of the Vendor’s registered address and the subject matter of the dispute.

§ 4.    Any communication between the Parties hereto shall be in Polish. If the Buyer is not capable of communicating in Polish, English shall be an acceptable language of communication between the parties.

§ 5.    These GCTC were executed in the Polish and English language. In case of any discrepancies between the Polish language version and the English language version, the Polish language version shall prevail.