General Terms of Sale and Warranty

I. Definitions

The terms used in this document have the following meanings:

• GTSW — these General Terms of Sale and Product Warranty.
• Seller — Reventon spółka z ograniczoną odpowiedzialnością, ul. Wyzwolenia 556, 43-340 Kozy, NIP: 9372675006, entered in the Register of Entrepreneurs of the National Court Register (KRS) under number 0000566305, REGON 361958427, share capital: PLN 100,000.00.
• Products — products, goods and items forming the range offered for sale by the Seller.
• Consumer — a purchaser of the Products who is a natural person not conducting business activity or making purchases for purposes not directly related to their business or professional activity.
• Trading Partner — any natural person, legal person or organisational unit without legal personality, other than a Consumer, interested in purchasing or making purchases of Products from the Seller.
• End Customer — an entity to which the Trading Partner offers, sells or supplies Products purchased from the Seller.
• Orders — orders for Products placed in accordance with the procedure provided for in these GTSW.

II. General provisions

These GTSW apply to the conclusion and performance of contracts for the sale of Products between the Seller and the Trading Partner.

These GTSW do not apply to sales contracts concluded between the Seller and a Consumer.

The Seller allows individual written commercial agreements to be concluded through mutual negotiations. In the event of any discrepancy between the GTSW and the agreed contractual arrangements, the provisions of the agreement shall prevail.

Any amendment to or exclusion of individual provisions of the GTSW may only be made with the prior consent of the Seller, in writing or in electronic form, on pain of nullity.

The application of contract templates and general terms of the Trading Partner is excluded. Any contract templates or general terms to which the Trading Partner may refer shall have no effect with respect to the Seller, unless the Seller has expressly consented in writing on pain of nullity.

III. Orders

Orders shall be placed by the Trading Partner:

• in writing by means of a paper document,
• sent to the e-mail address indicated at www.reventongroup.eu,
• through the B2B portal made available to Trading Partners by the Seller.

Information concerning the Products published on the Seller’s website, in e-mails, newsletters, brochures and catalogues does not constitute an offer, but only an invitation to conclude a contract.

Any offers presented to the Trading Partner shall be valid only for the period specified therein. Unless stated otherwise, the offer is valid for 7 working days from the date of its submission.

The contract of sale is concluded upon confirmation of the Order by the Seller — in writing, by e-mail or by means of an issued pro forma invoice.

Until the Order Confirmation is issued, the Seller is entitled to cancel the Order. A lack of cancellation may not be construed as confirmation, unless the Seller proceeds with fulfilment.

The Seller may make fulfilment of an order conditional upon payment of an advance. The advance is non-refundable.

Any cancellations of or amendments to an Order made by the Trading Partner shall not be effective without the Seller’s prior acceptance.

The person signing correspondence on behalf of the Trading Partner is deemed authorised to place Orders. Any orders placed through the B2B portal using the assigned login credentials shall be deemed to have been placed by the Trading Partner.

IV. Price and payment terms

Each Order is subject to the prices indicated by the Seller in the offer or, in the absence of such an offer, the catalogue prices in force at the time the Order is placed.

The prices indicated by the Seller are net prices.

As a rule, payment is to be made in the form of a 100% prepayment before collection of the Product, no later than within 3 days of conclusion of the contract, unless the parties agree otherwise.

The sale of Products is documented by a VAT invoice. The Trading Partner agrees to invoices being issued without a signature and delivered in electronic form.

The Seller’s catalogue price list is quoted in PLN or Euro, does not include VAT and is quoted on an FCA REVENTON Kozy warehouse basis (Incoterms 2020).

In the event of changes to catalogue prices, new price lists shall come into force on the day following their dispatch by e-mail to the Partner, or on the date specified in the price list itself.

The sale price of the Product does not include transport costs, unless the parties agree otherwise.

The Seller is entitled to withhold the release of Products in the event of any delay in payment of any due amounts.

V. Delivery and collection of products

Delivery of Products takes place on an FCA REVENTON Kozy warehouse basis (Incoterms 2020), unless the parties agree otherwise.

The Trading Partner is obliged to collect the purchased Product within 5 days of receiving notice that it is ready for collection. In the event of delay, the Trading Partner may be charged storage costs.

If delivery is made to a location indicated by the Trading Partner, transport takes place solely at the cost and risk of the Trading Partner.

Upon collection of the Product, the Trading Partner is obliged to confirm receipt in writing and to inspect the Product for quantity and quality.

If any quantitative discrepancies or damage are found, the Trading Partner is obliged to draw up a discrepancy report signed by the driver and the Trading Partner. Failure to draw up such a report shall result in the complaint not being considered.

Signing a document confirming release of the Product without reservations, or failing to draw up a discrepancy report within 5 working days of release, shall be deemed acceptance without reservations.

VI. Order fulfilment time

The Order shall be fulfilled within the time indicated by the Seller in the Order Confirmation. The delivery time provided by the carrier is not included in this period.

The fulfilment time runs from receipt of the advance payment or the Order Confirmation — whichever is later.

The fulfilment time is indicative and may change, in particular in the event of: delay in payment by the Partner, force majeure or delays on the part of the Seller’s suppliers.

The Seller reserves the right to fulfil the Order by means of partial deliveries and to issue partial invoices.

VII. Liability for product defects

The Seller grants the Trading Partner a quality warranty on the terms set out in these GTSW. Liability under statutory warranty for defects (rękojmia) is excluded to the broadest extent permitted by law.

The warranty is granted for a period of 24 months from the date of purchase of the Product by the End Customer, but no longer than 30 months from the Date of Delivery.

The Seller undertakes, at its sole discretion, to repair or replace a Product found to be defective or, where this is not possible, to refund or reduce the price. The maximum value of any refund is equal to the Product’s purchase price.

The Seller does not cover the costs of dismantling and any subsequent reinstallation of the Product subject to the complaint.

The warranty does not cover defects resulting from:

• improper storage, installation, assembly or improper use,
• repairs or modifications without the Seller’s written consent,
• normal wear and tear,
• failure to comply with the maintenance conditions set out in the technical documentation,
• mechanical damage, prolonged contact with water, unsuitable temperature,
• absence of regular technical inspections,
• use inconsistent with the technical documentation.

Warranty claims also do not cover minor visual differences compared with photos, renderings or samples, characteristic properties of the materials used, or minor colour discrepancies between production batches.

VIII. Complaints procedure

Complaints should be submitted using the complaint form available at: reventongroup.eu/reklamacje/. A scan or photo of the purchase invoice must be attached to the submission.

The Product subject to complaint must bear markings allowing for its clear identification.

Complaints must be submitted within the following deadlines:

• immediately upon delivery — in the case of visible mechanical damage,
• within 5 days of collection — in the case of Product non-conformity with the contract,
• within 5 days of discovery — in the case of defects not visible during ordinary inspection.

The Seller will notify the Partner whether the complaint has been accepted or rejected within 14 calendar days of its proper submission. If spare parts need to be obtained, this period may be extended to 90 days.

IX. Withdrawal from the contract / return of products

As a rule, the Seller excludes the possibility of returns of Products by the Trading Partner. A return is only possible with the express written consent of the Seller. Only unused, undamaged Products in their original packaging are eligible for return.

Non-standard Products manufactured to special order are not eligible for return.

If the Seller’s delay in fulfilling the Order exceeds 30 working days, the Trading Partner has the right to withdraw from the contract, after first calling on the Seller to perform and setting an additional deadline of at least 14 days.

In the event of withdrawal from the contract due to the Seller’s fault, the Seller is obliged only to refund the portion of the price paid to date.

The amount of any damages for non-performance of the contract may in no event exceed the total price of the Products to which the withdrawal relates. The Seller’s liability for lost profits is excluded.

X. Confidentiality

All information obtained by the Trading Partner in connection with the fulfilment of an order shall be treated as confidential and shall not be disclosed to third parties. This applies in particular to information on prices, discounts, technical specifications, drawings and logistics data.

The Trading Partner may disclose confidential information to its employees or advisers only to the extent necessary for the performance of the contract, provided that such persons are bound to maintain confidentiality.

The obligation to keep information confidential remains in force after the order has been completed and may only be lifted with the Seller’s written consent.

XI. Seller’s liability

The Seller’s liability is limited to the actual loss suffered by the Trading Partner. The Seller shall not be liable for lost profits, lost revenue or any indirect damage.

In any event, the Seller’s liability is limited to the net price of the Product that is the subject of the contract.

The Seller shall not be liable for non-performance of the contract resulting from force majeure, understood as a sudden, external event impossible to foresee (including military action, natural disasters, epidemics, legislative changes, interruptions to utility supplies).

XII. Retention of title

The Product delivered to the Trading Partner remains the property of the Seller until the sale price has been paid in full.

In the event of delay in payment, the Seller is entitled to demand immediate return of the delivered but unpaid Product. Such a demand does not constitute withdrawal from the contract.

XIII. Data protection

The controller of personal data is REVENTON GROUP Sp. z o.o., ul. Wyzwolenia 556, 43-340 Kozy, KRS: 0000566305, NIP: 9372675006. Contact: +48 793 40 40 40 or [email protected].

Personal data of Trading Partners is processed on the basis of:

• Article 6(1)(b) GDPR — conclusion and performance of a contract,
• Article 6(1)(c) GDPR — performance of legal obligations (tax law, accounting),
• Article 6(1)(f) GDPR — the Seller’s legitimate interest.

Data subjects have the right to access their data, rectify it, erase it, restrict processing and to data portability, as well as the right to object and to lodge a complaint with the President of the Personal Data Protection Office (ul. Stawki 2, 00-193 Warsaw).

Information on the processing of data in connection with use of the B2B portal is available in the Privacy Policy at: reventongroup.eu/polityka-prywatnosci/.

XV. Final provisions

In matters not regulated by these GTSW, the provisions of Polish law, in particular the Civil Code, shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) is excluded.

Any disputes arising from the contract shall be settled by the Polish court of common jurisdiction competent for the Seller’s registered office.

The current version of the GTSW is available on the Seller’s website: b2b.reventongroup.eu/download/owsig.pdf.

The Seller reserves the right to unilaterally amend the GTSW at any time. Placing an Order constitutes acceptance of the GTSW in their then-current wording.