GENERAL TRADING TERMS & CONDITIONS RAINBOW COMMERCE
1. Definitions
The terms used in these General Trading Terms & Conditions and in Agreements to which they constitute an integral appendix have the following meanings (the same meaning applies to both the plural and the singular form): Products: nitrous oxide (N2O), cylinders, as well as all other products that are to be delivered to the Purchaser by RAINBOW COMMERCE sp. z o. o. under the Agreement;
RAINBOW COMMERCE: the company under business name RAINBOW COMMERCE sp. z o.o. with its seat in Warsaw, Poland, address: ul. Bartycka 22B / 21A, 00-716 Warszawa, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS number: 0000886995, REGON number: 388374040, NIP number: 5213922111, with share capital of PLN 5,000;
General Terms: these General Trading Terms & Conditions; : non-binding written (or digitally submitted) sale or supply of Products provided by RAINBOW COMMERCE to the Purchaser;
Order: order of Products by the Purchaser from RAINBOW COMMERCE;
Agreement: any agreement concluded between RAINBOW COMMERCE and the Purchaser, subject to these General Terms, as well as any amendment or supplement to.
2. Application
2.1 Whenever a contradiction between the General Terms and Conditions and the Agreement occur, the content of the Agreement shall prevail. Other noncontradictory provisions of the General Terms shall remain in effect.
2.2 The Purchaser's General Terms & Conditions of the Agreement apply to Agreements concluded with RAINBOW COMMERCE only to the extent that they do not contradict these General Terms. In case of doubt as to the existence of such a conflict, these General Terms shall apply.
2.3 If any provision of these General Terms is partially or fully invalid for any reason, the other provisions contained in these General Terms shall remain in force.
2.4 If any provision of these General Terms or the Agreement is for any reason partially or fuly invalid, the parties shall negotiate the terms of a new provision that will most accurately reflect the essence and intention of the original provision.
3. Proposal, Agreement
3.1 Proposals and valuations made by RAINBOW COMMERCE are not binding and do not constitute an offer within the meaning of Article 66 §1 of the Civil Code, unless RAINBOW COMMERCE decides otherwise. A Proposal shall be considered binding only if its content expressly so stipulates. The mere use of the term "offer" in relation to a Proposal does not give it binding force and effects specified in Article 66 of the Civil Code.
3.2 Deviations from the terms of the Proposal shall not be binding on RAINBOW COMMERCE, unless RAINBOW COMMERCE expressly accepts such deviations.
3.3 If the Proposal is accepted by the Purchaser, RAINBOW COMMERCE has the right to cancel the Proposal within two working days from the date of acceptance by the Purchaser.
3.4 Acceptance of the Proposal by the Purchaser and failure to exercise the right to cancel the Proposal by RAINBOW COMMERCE is the basis for placing an Order by the Purchaser.
3.5 If the Order is not submitted and accepted in accordance with the procedure set forth in these General Terms and in the Agreement, it shall be assumed that the invoice issued by RAINBOW COMMERCE correctly and fully sets forth the rights and obligations of the parties to the extent covered by the contents of the invoice. In such case, the basis for the commencement of the Order shall be payment for the Order in full.
3.6 If, at the request of the Purchaser, RAINBOW COMMERCE performs any activities before concluding the Agreement, the Purchaser shall pay RAINBOW COMMERCE for these activities, in accordance with the price lists in force at RAINBOW COMMERCE. This does not exclude the recovery of damages on general principles.
4. Orders, prices and delivery
4.1 RAINBOW COMMERCE is entitled to execute the Order in parts, depending on the availability of the Products in the warehouse.
4.2 The proposed Products prices depend on the costs calculated at the time of submitting the Proposal. If the costs increase before the conclusion of a sales or supply Agreement, RAINBOW COMMERCE has the right to adjust the prices accordingly.
4.3 The Order performance commencement shall, as a rule, take place after the date of full payment of the Order. In exceptional cases, the Parties may agree on a different start date for the Order: (i) the Order confirmation date; (ii) the date of meeting all technical, commercial and other requirements specified for the Purchaser; (iii) if an advance payment is agreed - on the date on which RAINBOW COMMERCE receives the advance.
4.4 Approval decisions and whatever consents for the export of Products required from third parties are obtained by the Purchaser, and RAINBOW COMMERCE is not liable in this regard. If such decisions / consents are not obtained in a timely manner, the delivery period will be extended accordingly.
5. Late payments
In the event of untimely payment of the price or other or other monetary consideration due to RAINBOW COMMERCE under an Agreement , the Purchaser is obliged to cover all judical and extrajudicial (debt collection) costs related to the recovery of payment by RAINBOW COMMERCE. These include, but are not limited to, the costs of litigation, arbitration, bankruptcy and restructuring and extrajudicial debt collection, including expenses incurred by RAINBOW COMMERCE for legal representation, conducting litigation proceedings, legal advice and consultation with other specialists.
6. Marketing activities
6.1 The Purchaser's marketing activities should be directed to the target audience of RAINBOW COMMERCE, which includes professional, high-class catering companies.
6.2 Marketing activities should emphasize the advantages of the Products, which are time saving and efficiency, failurefree operation, multi-functionality, profitability and higher quality of dishes.
6.3 RAINBOW COMMERCE will coordinate with the Purchaser all marketing activities implemented by the Purchaser regarding the Products, and the Purchaser will follow the guidelines and instructions of RAINBOW COMMERCE regarding marketing activities.
6.4 The Purchaser's marketing activities aimed at using the Products for purposes other than catering are unacceptable, they lead to the purchaser being entered into black list of entities with which RAINBOW COMMERCE does not cooperate, and taking legal action.
6.5 In dealing with customers, the Purchaser should focus on the brand strategy, i.e. professionalism, high quality, efficiency, but also focus on the customer.
7. Force majeure
7.1 In the event that, as a result of force majeure, RAINBOW COMMERCE will not be able to meet the agreed date of commencement of the Order, the date of commencement of the Order will be extended by the duration of the force majeure.
7.2 If, as a result of force majeure, RAINBOW COMMERCE will not be able to meet its obligations towards the Purchaser, RAINBOW COMMERCE has the right to withdraw from the Agreement in whole or in part, without prejudice for the right of RAINBOW COMMERCE to compensation for the performance of the Order performed before the occurrence of force majeure. For effective submission of a statement of withdrawal from the Agreement, documentary form is sufficient.
7.3 Force majeure is understood as any circumstances that temporarily or permanently prevent or significantly impede RAINBOW COMMERCE from fulfilling its obligations due to circumstances beyond its reasonable control, including but not limited to fire, embargo, frost, hurricane, strike, war, government restrictions ( e.g. import or export restrictions), epidemic or epidemic threat, delays in transport and customs clearance, transport damage, shortage of raw materials, power outages, labor disputes, computer, telephone and Internet disruptions and loss of the Seller's main subcontractor, as a result of which RAINBOW COMMERCE cannot execute the Order. Force majeure regarding third parties involved in the execution of the Order by RAINBOW COMMERCE shall be considered as force majeure concerning RAINBOW COMMERCE.
7.4 RAINBOW COMMERCE will immediately inform the Purchaser of the occurrence of force majeure.
8. Final provisions
8.1 These General Terms are drawn up in Polish and English. In case of discrepancies, Polish version shall be decisive.
8.2 RAINBOW COMMERCE is entitled to amend or supplement these General Terms unilaterally in a documentary form.
8.3 RAINBOW COMMERCE is obliged to inform the Purchaser about any changes or additions to these General Terms via e-mail. If RAINBOW COMMERCE does not receive a written objection within 14 days from RAINBOW COMMERCE's notification of the changes or additions, the Purchaser is deemed to have accepted the changes.
8.4 Whenever the Purchaser objects to an amendment or supplement to the General Terms, it shall be entitled to terminate the Agreement in accordance with the notice period specified in the Agreement. The same right applies also to RAINBOW COMMERCE. The right to terminate does not apply to sales or delivery Agreements relating to Orders paid in full or in part, or which execution has commenced.
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