§ 1 Preliminary Provisions

  1. The Seller declares that he runs business activities and undertakes to execute orders placed by the Customer for products in the Seller's offer. The Seller also declares that its activities are guided by the principles of reliability and commercial ethics,
  2. The Customer declares that it runs its business activities enabling the resale of products in its own distribution channel,
  3. Individual terms and conditions of commercial transactions are defined in the Commercial Agreement entered into by the parties,
  4. General terms and conditions of goods sale are available for download on the Seller's website at: www.rytmtrade.com.pl

§ 2 Authorization of the Manufacturer pursuant to Art. 2, par. 6 of the Construction Products Act

  1. Due to the fact that the Buyer purchases goods produced by the Manufacturer for further resale, the Manufacturer, acting pursuant to Art. 2, par. 6 of the Construction Products Act, grants the authorization to the Buyer to use the name "Manufacturer's Representative",
  2. Pursuant to the authorization referred to in Section 2.1, the Buyer is the Manufacturer's Representative only with reference to the goods referred to in Appendix No. 1 to this Agreement,
  3. The granting of the authorization, referred to in paragraph 1, shall be reflected appropriately on the goods' packaging (and in particular on labels).

§ 3 Order placement and execution procedure

  1. Save for the provisions specified hereunder, the basis for the execution of each commercial transaction concerning the sale of products by the Seller to the Customer is the placement of a written order concerning only products listed in the Seller's commercial offer by the Customer with the Seller,
  2. The order can be placed by the Customer using one of the following methods:
    • in writing directly, by mail or facsimile,
    • in writing via electronic mail (e-mail) 
  3. Regardless of the order form, the person who places the order should have a permanent or one-off authorisation to perform such an action on behalf and for the benefit of the Customer,
  4. The order content should specify in particular:
    1. product name,
    2. quantity ordered,
    3. weight and type of packaging (labels, lithography),
    4. delivery date,
    5. legible signature of a person authorized to place orders in the name and on behalf of the Customer (in case of written orders placed directly or by mail) or indicating the name and surname of such a person (in case of written orders placed via e-mail) 
  5. The personnel of the Customer Service Department at the Seller's Sales Office are authorized to accept orders,
  6. The Buyer may cancel the placed order or set changed conditions for its execution, provided that the prior consent of the Seller expressed in writing in this extent has been obtained, otherwise being null and void,
  7. The date of receipt of an order by the Seller shall be deemed to be the date of receipt of such order by the Seller directly or by mail or the date of its receipt at the e-mail address,
  8. Commercial Terms and Conditions set the minimum total value of products per order. If an order placed by the Customer concerns products for a total value lower than the value indicated in the first sentence, the Seller is entitled not to execute such an order,
  9. The Seller undertakes to carry out the Buyer's orders for the assortment of goods manufactured under the Manufacturer's brand within 14 working days of placing the order,
  10. In the case of ordering product ranges under the Buyer's brand, the order completion time is limited:​​​​​​​
    • for packaging whose design is printed on the label - maximum 21 business days,
    • for packaging whose design is printed on the containers (lithography) - maximum 45 business days 
  11. In any case, it is possible to meet the order completion date after receiving from the Buyer in writing or electronically a schedule of planned purchases 2 months in advance,
  12. The Seller is obliged to confirm the dates of order execution within 3 business days from the moment of placing an order by the Buyer in writing or electronically otherwise being null and void.

§ 4 Goods delivery

  1. The parties allow for two forms of delivery of the ordered products, listed below:​​​​​​​
    • from the Seller's warehouse to the Customer's warehouse,
    • from the Seller's warehouse to the Customer's shipping address specified in the order.
  2. In case of delivery in the form specified in Section 4.1. subsection a), the organization of transport of ordered products from the Seller's warehouse to the Buyer's warehouse and the costs of such transport shall be borne by the Seller,
  3. In case of delivery using a method specified in Section 4.1., subsection b), the organization of transport of ordered products from the Seller's warehouse to the shipping address of the Customer's Client shall be charged to the Seller, but the costs of such transport shall be borne by the Customer. These costs shall be covered by the Customer at the date set by the Seller on the basis of a VAT invoice issued by the Seller, which specifies reinvoiced transport services and their costs,
  4. The date of delivery shall be the date agreed upon by the Parties for delivery of products to the Customer's warehouse or the date of their delivery at the address specified in the order,
  5. If circumstances such as "force majeure" have occurred on the side of any of the Parties, the Party concerned is obliged forthwith, but not later than within 7 working days, to notify the other Party in writing about such circumstances under pain of nullity,
  6. The Seller shall not be liable for loss of or damage to the goods from the moment of their receipt by the Customer,
  7. Each receipt of goods will be confirmed with a Stock Issue Confirmation (CI) (hereinafter referred to as a receipt), which will be signed:​​​​​​​
    1. from the Seller side by a person authorized to issue goods,
    2. from the Customer side by a person authorized to accept goods,
      The receipt document shall indicate each time:​​​​​​​
      • acceptance date,
      • quantity of goods accepted,
      • name (product range) of goods accepted and
      • condition of the collective packaging of goods.
    The Customer and the Seller may submit written objections as regards the information covered by this document.

§ 5 Pricing rules; price change mode and delivery payment rules

  1. Prices of products sold by the Seller to the Customer are determined in Polish currency (in PLN),
  2. It is admissible to set prices in another currency under separate terms and conditions established in individual commercial terms and conditions,
  3. The sale prices of products, the date of payment for the prices of goods, the amount of granted trade credit limit, the method of securing the transaction and other commercial terms and conditions are included in the individual commercial terms and conditions,
  4. The Customer is obliged to pay to the Seller the price of goods each time within the period specified in the individual commercial terms and conditions,
  5. If the Customer at least once, pays the due price of the goods with a delay against the deadline referred to in the first sentence, the Seller, by virtue of a unilateral statement submitted to the Customer in writing under pain of nullity, may, at his discretion, shorten the payment period,
  6. In case of delay in the payment of the sale price of products itemized in a specific VAT invoice, the Customer undertakes to pay statutory interest for the period of delinquency. The Seller may waive the accrual of interest for the delay at the Customer 's substantiated written request,
  7. If the Customer has exceeded the deadline for the payment of the price for goods set forth in individual commercial terms and conditions, the Seller, irrespective of his right, referred to in § 5.5, shall be entitled to suspend the sale of further goods batches to the Recipient, irrespective of any arrangements made to that extent,
  8. In case of occurrence of any of the scenarios, referred to herein, the Customer shall not be entitled to charge the Seller with any costs, which have arisen or may arise due to reduction of the payment time limit or suspension of deliveries of the goods batch,
  9. The selling prices established in individual commercial terms and conditions may be subject to change according to the rules specified in Sections 5.10 - 5.12,
  10. The Seller is obliged to effectively notify the Buyer about the change of sale prices 14 days in advance. The new prices are valid from the day following the day on which the 14-day notice period, referred to in the first sentence, has expired,
  11. In case of increase of prices of raw materials or packaging by more than 5%, the Seller has the right to change the prices at a date other than that set forth in Section 5.9. under the proviso of effective notification of this fact to the Customer with a 14-days-notice. The new prices are valid from the day following the day on which the 14-day-notice period, referred to in the first sentence, has expired,
  12. Orders placed with the Seller are executed at the prices, which are in force at the order execution date, confirmed by the Seller, even if other prices were valid at the order placement date,
  13. In accordance with the carried out commercial activities, the Parties to commercial transactions undertake not to disclose the purchase prices, payment terms and arrangements specified in individual commercial terms and conditions to any third parties. Failure to do so will be tantamount to the disclosure of business secrets and may bear legal consequences,
  14. All advertising, promotional and marketing actions are run by the Customer on its own and at its own expense,
  15. Advertising, promotional and marketing campaigns with the participation of the Seller or the Seller's actions aimed at supporting the Buyer's sales are run according to the rules established separately in writing.

§ 6 Responsibility for goods acceptance; compliance of delivery with the Seller's declaration.

  1. The Customer is responsible for checking the compliance of each delivery of products with the orders and invoice. Any shortcomings and damage to the goods or irregularities appearing on the invoice should be reported to the Seller in writing, by virtue of a complaint, at the latest:​​​​​​​
    1. if the goods are delivered to the Customer's warehouse - at the moment of goods delivery to the Customer's warehouse,
    2. If the goods are shipped at the address of Customer's Client - at the moment of delivery of products to the address of such Customer specified in the order, by drawing up a Warranty Claim with the participation of an authorized representative of the forwarding or transport company, specifying the reasons and justification of the complaint.
  2. The complaint handling procedure is set forth in

§ 7 Seller's liability under the warranty for defective goods. Complaint handling procedure.

  1. Save for the provisions provided hereunder, the Customer is entitled to lodge a complaint under the warranty for physical defects of the goods as soon as such defects have been found out, including in case of finding out that the goods do not comply with the requirements, contrary to the assurance given by the Seller to the Customer, immediately after finding out the existence of the defect,
  2. Save for the provisions provided hereunder, the Customer's rights under the warranty for physical defects of the goods are waived, if the defects are concerned with the manner or type of their packaging or marking, if the period of one month from the date of goods acceptance has expired,
  3. In case of defects concerning the quality of the goods, the loss of the implied warranty takes place with the date marked on the goods packaging determining the expiry date (useful life) of the goods or after 12 months from the moment of goods acceptance by the Customer (implied warranty under the Civil Code), whichever date is earlier,
  4. Save for the provisions provided hereunder, the Customer's rights under the implied warranty for the quantity of goods received (hereinafter also - quantity complaint) are waived after 14 days from the date of goods acceptance indicated in the delivery document,
  5. The Customer is obliged to submit a complaint to the Seller only in writing on the Seller's form, which is the Complaint Notification Form, otherwise being null and void. The Customer is obliged to attach to the lodged complaint all the supporting evidence (in particular: photographs and samples of defective goods),
  6. A complaint lodged after the lapse of the time limit, referred to in Section 7.2 or with a breach of the rules set forth in Section 7.3 or Section 7.4, shall not bear any legal effects for the Seller,
  7. If a complaint has been lodged in compliance with the above rules, the Seller shall initiate the complaint handling procedure. Within 14 business days counting from the day following the date of receipt of the complaint by the Seller, the Seller shall inform the Customer in writing about accepting or not accepting the complaint,
  8. In the complaint legitimacy has been recognised, the Seller shall replace the defective goods with goods free from defects or reduce the purchase price of these goods by the value of goods affected by physical defects, and in the case of recognizing the quantitative complaint, supplement the missing quantity of goods or to reduce the price by the value of the missing goods, depending on the choice made by the Customer,
  9. If, after considering the complaint lodged by the Customer, the Customer has chosen to reduce the purchase price as a way of recognising the complaint, then the Seller is obliged to issue an appropriate corrective VAT invoice and return the appropriate part of the price paid by the Customer by sending it back to the bank account indicated by the Customer.

§ 8 Sale with deferred payment date (Trade Credit - terms of granting and type of security)

  1. The total value of goods, which can be sold to the Customer in the period of deferred payment for the price of goods, is determined in individual commercial conditions (hereinafter also referred to as trade credit limit or limit),
  2. Once the trade credit limit has been exceeded, the Seller shall sell the goods to the Customer exclusively on a prepaid basis, unless the Parties agree otherwise under of a separate agreement concluded in writing, otherwise being null and void,
  3. After exceeding the limit, the Seller is entitled to stop selling further batches of goods to the Customer, unless the Parties agree otherwise under a separate agreement concluded in writing, otherwise being null and void,
  4. As a security of claims concerning trade credit, as well as any other claims that may arise from the execution of trades, the Seller is entitled to demand from the Customer the issue of a blank promissory note  without protest (hereinafter - promissory note along with a promissory note agreement.

Approved by the Management Board of RYTM Trade sp. z o.o.