General Commercial Terms and Conditions

General provisions

The General Commercial Terms and Conditions (hereinafter referred to as the GCTCs) are applicable to all sales agreements concluded by ROGER Sp.j. Dariusz Wensker, Grzegorz Wensker registered at: 82-400 Sztum, Gościszewo 59, Poland (hereinafter referred to as the Vendor) and the customer (hereinafter referred to as the Purchaser).

The Vendor delivers its products/services exclusively based on the present GCTCs. The Purchaser's commercial terms and conditions that have not been accepted by the Vendor in writing are not valid.

Any deviations from these GCTCs shall be made in writing or otherwise be declared null and void.

Prices and terms of payment   

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

The Vendor reserves the right to change the prices specified in its offer, in case of significant variations of foreign currency exchange rates and due to any other factors significantly affecting the prices.

The applicable method of payment is bank transfer. The cost related to payment transactions is borne by the Purchaser.

The terms and conditions of payments are specified within the invoice (and pro-forma invoice, if applicable). The payment is considered on time if funds are at Vendor's bank account within requested timeframe. If the payment is overdue, then the Vendor reserves the right to suspend deliveries to the Purchaser until all payments are settled.

Terms and conditions of delivery and transfer of risk

The date of product/service availability must be confirmed in writing in order to be effective.

The dates and other terms and conditions of sale may be subject to change (even if the Purchaser has already placed his order), in particular due to force majeure (see paragraph "Force Majeure" in these GCTCs), due to other circumstances beyond the Vendor's control, due to a change in the market situation and current commercial terms/conditions related to, among other things, the Vendor's relations with entities cooperating with regard to the agreements being executed by the Vendor.

The Vendor shall not be responsible for any errors committed by the Purchaser within the placed order.

If the Vendor arranges shipment of products to the Purchaser, then the shipment cost shall be included within the invoice.

The risk related to transport is transferred onto the Purchaser from the moment the products/services are picked by shipping company.

The Purchaser is entitled to make claims with reference to any visible damages of product packaging. If  the packaging is damaged then the claim must be directly sent in writing to shipping company. The complaint procedure exclusively involves the Purchaser and shipping company.

The cost of return shipment is always borne by the Purchaser. The returning of products must be confirmed by the Vendor in writing.

Retention of title

Regardless of the delivery date, the products shall remain property of the Vendor until paid for in full.

Warranty

The Vendor commits himself to make free of charge repairs regarding defects and damages of the products that occurred by fault of the manufacturer, within 14 working days from receiving the products.

The warranty is valid for 24 months from the date of sale to the final user. Regardless of the sale date, the warranty period expires after 3 years from the date of manufacture.

This warranty is applicable to the product if it is accompanied with properly filled warranty card and the bill of sale. The repair method is determined by the Vendor.

Before the products are returned to the Vendor, the Purchaser is obliged to contact the Vendor to consult the damage with technical consultants or to decide how the products should be shipped to the Vendor.

The Purchaser should make complaints using the Vendor's complaint form, the so-called RMA. The Vendor reserves the right not to consider complaints reported in other ways. The complaints form can be downloaded from the Vendor's web site at www.roger.pl

The Vendor may cancel his obligation regarding 14 working days period for repair if the Vendor activities are disrupted due to import/export limitations and/or other legal provisions as well as other unexpected circumstances.

The warranty shall become invalid when:
- damage and malfunction is not a result of the manufacturer's fault but was caused, in particular, by: atmospheric discharges, flooding , mechanical impact, incorrect supply voltage, misuse or other external factors;
- the products are inconsistent with the warranty card and/or bill of sales or any of these documents is unreadable, or altered in any way;
- any persons (including the Purchaser) other than the Vendor representatives have dismantled or made an adaptation, modification or repair of the products.

After the warranty expiration, any repairs made by the Vendor shall be charged. The cost and date of repair shall be determined by the Vendor.

Limitation of liability

The Vendor's liability to the Purchaser is limited to the value of the product/service and is determined according to the retail price as on the day of purchase and excludes the right of the Purchaser to demand reimbursement of lost profits due to equipment defects. The Vendor shall not be liable for any damages caused by a damaged and defective product.

The Vendor is not liable for any defects caused by improper or unprofessional operation, inappropriate assembly or start-up by the Purchaser or third parties, normal wear and tear, inappropriate or negligent use, nor for consequences of unprofessional modifications executed without the consent of the Vendor, or repair works carried out by the Purchaser or third parties.

Any communication between the Vendor and the Purchaser via electronic mail is considered as being in accordance with the principles of acting in good faith and the present GCTCs. The content sent via electronic mail are legally binding to the same extent as those sent by a letter or fax.

The content of the received e-mail shall be regarded binding (pursuant to the above paragraph), if it includes following elements: e-mail address of the sender, date and time of sending, and name of the sender. Anonymous messages shall be considered invalid.

Confidentiality/Trade secret

Without the Vendor's consent, the Purchaser is not entitled to reveal any trade secret information and/or information obtained as a result of trade contacts, to any third parties.

Any information and materials that have been passed to the Purchaser by the Vendor but are not available to the public should be considered confidential. It is prohibited to make confidential materials available to any third parties without the Vendor's consent.

Force majeure, including but not limited to strikes, riots, acts of official authorities, non-realized cooperation deliveries from the Vendor's suppliers and other unpredictable, inevitable and serious in their effects events exempt the Vendor from the responsibility to fulfil the obligations arising from concluded agreements for the duration of such a disturbance and to the extent of its effect. The Vendor is obliged to notify the Purchaser of the factual situation immediately, as far as possible, and do everything in his power to fulfil the obligations in good faith in so far as the conditions of the factual situation allow so.

Any disputes that may arise between the parties from and in connection with the execution of agreements, to which these GCTCs apply, shall be resolved by the courts of local and material jurisdiction over the Vendors registered address.

Any individual amendments, including supplements, to these GCTCs shall be made in writing or otherwise be declared null and void.

The applicable language for communication between the parties is Polish. When the Purchaser cannot communicate in Polish then English becomes the admissible communication language.

The Purchaser is not entitled to assign or transfer to any third party its rights and obligations arising from agreements that these GCTCs apply to.

If at any time any provision of this GCTCs is found to be illegal, unenforceable or invalid in whole or in part then the remaining portions of such provisions and other provisions of this GCTCs continues to be binding and in full force and effect.

Any offers, quotes, prices, specifications, catalogues, promotional materials, technical drawings etc are supplied by the Vendor for information only, without any commitments.