General terms of sale

"GENERAL TERMS AND CONDITIONS OF SALE FOR ENTREPRENEURS" of MARGO limited liability company limited partnership, hereinafter referred to as the "GTCS"

1. The General Terms and Conditions of Sale for Entrepreneurs define the rules for concluding sales agreements for goods offered by MARGO limited liability company limited partnership with its registered office in Toruń, ul. Studzienna 60, 87-100 Toruń, registered with the District Court in Toruń, 7th Commercial Division of the National Court Register under number 0000323502, holding NIP (Tax ID) number 879-258-82-94 and REGON number 340551886 (hereinafter referred to as MARGO).
2. The General Terms and Conditions of Sale for Entrepreneurs, hereinafter referred to as the “GTCS”, constitute an integral part of all agreements, offers and order confirmations and are binding upon both parties unless they expressly agree otherwise in writing. The Buyer’s general terms of contract may apply only to the extent that they are not contrary to the provisions of the GTCS or to the extent they do not exclude them.
3. The GTCS do not apply to transactions concluded using the sales platform available on the website www.margo24.pl. In the case of purchases made via this platform, the Terms and Conditions of the MARGO online store, available at www.margo24.pl, shall apply.
4. The GTCS do not apply to agreements concluded with entities having the status of consumers or natural persons to whom the provisions concerning consumers apply (individual entrepreneurs).

I CONCLUSION OF THE SALES AGREEMENT

1. The offer to purchase goods submitted by the Buyer should be in written form and sent to MARGO via e-mail, fax, regular mail, or by telephone.
2. The sales agreement between the parties is concluded at the moment MARGO confirms the order or at the moment MARGO proceeds with fulfilling the purchase offer submitted by the Buyer.
3. The provisions of the Civil Code apply to the agreement, subject to the modifications resulting from the content of the GTS. By submitting a purchase offer, the Buyer agrees to the unconditional inclusion of the GTS in the agreement.
4. The Buyer, when making a purchase decision based on incorrect or improper interpretation of technical data included in brochures, catalogs, the website, or the online store, assumes the risk of any actual and legal consequences related to the use of such data.
5. The Buyer is responsible for the consequences of providing incorrect or incomplete technical or other data related to the fulfillment of orders in inquiries, offers, or orders.

II ORDERS

1. Orders placed with MARGO by the Buyer constitute an offer to purchase the goods.
2. MARGO has the right, within 2 business days of receiving the order, to change the terms of the order specified by the Buyer. In such a case, the contract shall be concluded in accordance with the terms of the order as modified by MARGO, unless the Buyer objects to these changes within 1 business day from receiving the modified terms. The Buyer's objection entitles MARGO to refuse acceptance of the order.
3. MARGO reserves the right to make changes to its goods, including goods that are the subject of the order, provided that such changes do not alter the technical parameters of the goods.

III PRICE

1. Prices presented by MARGO are net prices, to which VAT must be added in accordance with applicable legal regulations.
2. Unless the Parties agree otherwise, goods are sold at the prices indicated in the MARGO price list valid on the date of conclusion of the agreement.
3. The sale price agreed upon by the Parties may be changed only in the event of a price change made by Margo's supplier, the product manufacturer, or in the case of events beyond Margo's control, e.g., changes in exchange rates, customs duties, taxes, and other such circumstances.
4. The Parties agree that the necessary and sufficient condition for a price change is proper notification of the Buyer about the new price. Lack of objection within 2 business days from the date of notification shall mean that the Buyer accepts the new purchase price indicated in the notice.
5. Prices in foreign currencies will be converted according to the average exchange rate from Table A of the National Bank of Poland (NBP) from the day preceding the issuance of the sales document.

IV COST OF TRANSPORT

1. For orders placed by the Buyer with a net value above 400 PLN and goods shorter than 2 meters, fitting into a maximum of 3 packages, each up to 30 kg, MARGO will deliver the goods at its own cost, provided the delivery location is within the territory of the Republic of Poland.
2. For orders placed by the Buyer with a net value below 400 PLN and goods shorter than 2 meters, MARGO will add a transport cost of 14 PLN net for each package up to 30 kg, provided the delivery location is within the territory of the Republic of Poland.
3. For goods with a length from 2 to 3 meters, regardless of the order value, MARGO will add a transport cost of 30 PLN net per 30 kg of goods, provided the delivery location is within the territory of the Republic of Poland.
4. For goods with a length from 3 to 4 meters, regardless of the order value, MARGO will add a transport cost of 50 PLN net per 30 kg of goods, provided the delivery location is within the territory of the Republic of Poland.
5. For delivery of goods on pallets with dimensions: base 80 cm x 60 cm, height up to 100 cm, the delivery cost depends on weight: up to 100 kg – 75 PLN, up to 150 kg – 80 PLN, up to 300 kg – 95 PLN, provided the delivery location is within the territory of the Republic of Poland.
6. For delivery of goods on pallets with dimensions: base 120 cm x 80 cm, height up to 120 cm, the delivery cost depends on weight: up to 500 kg – 115 PLN, up to 700 kg – 135 PLN, up to 1000 kg – 160 PLN, provided the delivery location is within the territory of the Republic of Poland.
7. In all other cases, transport costs are subject to individual pricing each time.
8. Personal collection of goods is free of charge.

V ORDER FULFILLMENT AND ADDITIONAL CHARGES

1. The Buyer's order confirmed for fulfillment by MARGO:
   • on business days until 4:00 PM is shipped the same day,
   • from Monday to Thursday between 4:00 PM and 7:00 PM is shipped the same day with next business day delivery for an additional fee of 25 PLN net,
   • on Friday until 4:00 PM with delivery on Saturday is shipped the same day for an additional fee of 5 PLN net per every 30 kg (however, it is necessary to check in advance whether this service is offered for the locality with the given postal code),
   • on Saturday until 11:00 AM with delivery on the next business day is shipped the same day for an additional fee of 5 PLN net per every 30 kg.
2. MARGO is entitled to postpone the order fulfillment date in case of circumstances for which it is not responsible or could not have foreseen.
   MARGO is not liable for delays in fulfilling confirmed Buyer orders caused by Force Majeure or circumstances beyond MARGO’s control.

VI DELIVERY AND RECEIPT OF GOODS

1. If the delivery location is not specified in the order, the place of delivery shall be deemed to be the Buyer’s registered office.
2. In the case of collecting goods from MARGO’s warehouse, it is presumed that the person collecting the order is authorized to do so. The Buyer is strictly obliged to authorize their representative in writing to perform the receipt of goods on their behalf and at their risk.
3. Delayed delivery of goods by MARGO shall not constitute grounds for contract termination or any other claims.
4. Proof of order fulfillment or part thereof is the goods release document (WZ), the consignment note confirmed by the Buyer, or the acceptance protocol.
5. If the receipt of goods requires the Buyer’s participation (e.g., forklifts, cranes, hoists, etc.), it shall be arranged by the Buyer at their own cost and risk. MARGO is not liable for any damages caused during the unloading of goods.
6. MARGO reserves the right to refuse to release/deliver goods in case of overdue payments related to previous deliveries.

VII RETURN OF GOODS

1. MARGO is not obliged to accept the return of sold goods. The return of purchased goods is possible only and exclusively after obtaining special written consent from MARGO, under penalty of nullity.
   In the case described above, the goods will be accepted by MARGO under the goods return procedure if all the following conditions are met:
   • the goods are delivered to MARGO’s headquarters at the Buyer’s cost and risk within no more than 14 calendar days from the date of sale,
   • the returned goods must be in their original factory packaging and must not show signs of use, damage, or assembly,
   • a properly completed return form, available at www.margo24.pl, must be attached to the returned goods,
   • the goods were not imported by MARGO on the Buyer’s special order.
2. MARGO will refund the amount paid by the Buyer for the returned goods after issuing a correction to the sales document and receiving from the Buyer duly signed correcting documents with a legible name and surname and the date of confirmation. (Signatures with a legible name stamp are accepted.)
   MARGO is entitled to deduct shipping costs from the refunded amount.
3. If the Buyer is not entitled to return the goods, they will be returned to the Buyer at the Buyer’s cost and risk.

VIII WARRANTY, NOTICE OF DEFECTS, AND LIABILITY FOR DEFECTS

1. MARGO grants the Buyer the manufacturer’s warranty for the proper functioning of the purchased goods or devices.
2. The manufacturer’s warranty on purchased goods and devices will generally be valid for a period of 12 months from the date of issue of the sales document to the Buyer. However, in cases where the manufacturer limits the warranty, warranty documents with different terms will be issued.
3. The warranty applies to MARGO only with respect to the first Buyer.
4. At the moment of receiving the goods, the Buyer is obliged to check the delivery in terms of quantity and quality. In the case of deliveries carried out via freight companies, the quantity, condition of the goods, and the packaging must be checked in the presence of the courier each time. If, as a result of the inspection, it turns out that goods are missing or their condition raises concerns, the courier must immediately prepare a damage report, which should be sent without delay to MARGO. This document then serves as the basis for initiating the complaint procedure.
5. If no objections are raised at the time of receipt, it is assumed that the goods were delivered in accordance with the order, and complaints regarding quantity and damage during transport will not be considered.
6. Complaints resulting from the detection of hidden quality defects must be reported to MARGO immediately, under penalty of nullity, in writing, but no later than 24 hours after their detection.
7. After the above deadline, the Buyer is only entitled to a quality warranty, exclusively under the terms and conditions specified in the manufacturer’s warranty document.
8. The Buyer is obliged to deliver the defective goods at their own cost and risk to the repair location specified in the warranty document or indicated by MARGO, unless the manufacturer commits to removing the defect at the place of use by the Buyer. MARGO is not obliged to dismantle or reinstall the goods, nor will it bear any costs related to these activities.
9. The Buyer loses warranty rights if the goods are used contrary to their intended purpose and technical parameters, as well as in cases of unauthorized repairs or modifications.
   If the complaint is recognized as justified, MARGO may, at its discretion, either replace the goods with new, defect-free items or agree on an appropriate price reduction. Resolving the complaint in this manner excludes the possibility of claiming further compensation.
10. In case of an unjustified defect report, especially due to the absence of a defect, or if the defect was caused by reasons attributable to the Buyer or another entity, all costs incurred by MARGO related to such intervention will be charged to the Buyer.
11. In connection with granting the warranty, the Parties exclude the Buyer’s rights under statutory liability for defects

IX TERMS OF PAYMENT, PAYMENT

1. Payment terms are specified in the offer or in the confirmation of order acceptance for fulfillment by MARGO.
2. The Buyer is not entitled to withhold payments or to offset their receivables.
3. Assignment of the Buyer’s receivables to other entities is only possible, under penalty of nullity, with prior written consent from MARGO.
4. MARGO has the right to charge statutory interest for each day of delay in payment of due amounts.
5. Payment by the Buyer is considered made upon crediting MARGO’s bank account.
6. If the Buyer fails to make payment in accordance with the agreement, MARGO may, at its discretion, initiate debt collection proceedings or withdraw from the contract and demand the return of unpaid goods from the Buyer. In case of initiating debt collection proceedings, MARGO may seek reimbursement from the Buyer for all costs incurred. MARGO may also claim additional compensation if the goods have been used, damaged, or if their value is lower than the price the Buyer should have paid for the received goods.
7. Submitting a complaint does not entitle the Buyer to withhold payment for the goods/services or any part thereof.
8. In the event of outstanding payment arrears by the Buyer, MARGO reserves the right to suspend fulfillment of confirmed and accepted orders until the Buyer settles the overdue liabilities.

X RESERVATION AND TRANSFER OF OWNERSHIP

1. The goods delivered to the Buyer remain the property of MARGO until full payment is made. Until that time, the Buyer holds the goods as a custodian and is also responsible for their accidental loss or damage.
2. Goods sold but not paid for by the customer may not be subject to pledge or any other encumbrance.

XI COMPENSATION

1. The Buyer shall bear full liability for compensation towards MARGO arising from applicable law, in particular for failure to perform the contract, unauthorized cancellation, or delay in collecting the goods.

XII TERMINATION AND CANCELLATION OF THE CONTRACT

1. MARGO has the right to withdraw from a contract not yet performed if:
   • The Buyer is insolvent or at risk of insolvency,
   • The Buyer is undergoing liquidation or enforcement proceedings are being conducted against them,
   • The Buyer has any overdue unpaid obligations towards MARGO,
   • The Buyer declares cessation of business activities,
   • There is a court order for seizure of the Buyer’s property or other proceedings encumbering the Buyer,
   • The Buyer breaches the contract terms and does not remedy the breach and its consequences within 3 days of receiving a written notice and/or demand.
   • The above right of withdrawal means that MARGO is entitled to refuse further deliveries and/or services that were to be performed under the contract, including the enforcement of rights under warranty or guarantee.
2. In the situations described above, MARGO is entitled to terminate agreed payment terms and demand immediate payment of outstanding receivables.
3. The Buyer may not cancel an order confirmed for execution by MARGO without prior written agreement with MARGO. In case of cancellation or non-performance of the contract, the Buyer bears responsibility in accordance with section XI of the Terms and Conditions.

XIII CONFIDENTIAL INFORMATION

1. The parties to the agreement, due to confidential information exchanged during the contract, agree to:
   • keep all confidential or commercial information received from the other party strictly confidential,
   • not use the other party’s confidential or commercial information except for actions carried out under the contract,
   • not disclose confidential and/or commercial information to employees not involved in the contract’s execution or to third parties,
   • inform their employees that they possess confidential and/or commercial information constituting trade secrets.

XIV FORCE MAJEURE

1. MARGO shall not be liable to the Buyer for delays or failure to perform the contract caused by Force Majeure, which the Parties understand to include in particular:

   • strikes, blockades, assemblies, or street riots,

   • floods, storms, hurricanes, fires, accidents,

   • changes in legal acts, introduction of bans and restrictions by state or local government authorities,

   • embargoes and changes in import and export regulations,

   • wars, states of emergency, sabotage,

   • lack of electricity supply, fuel shortages, machinery or transport failures.

2.  

   Due to the occurrence of Force Majeure, the deadlines for contract performance shall be extended by the duration of the Force Majeure event and the necessary period to resume activities suspended due to the Force Majeure circumstances.

3.  

   If the Force Majeure circumstances last longer than 5 days, the Parties have the right to terminate the contract without any consequences.

XV LIMITATION OF LIABILITY

1. MARGO's liability for damages under no circumstances covers indirect or consequential damages, in particular loss of profit, production losses, as well as contractual penalties paid by the Buyer.

XVI OFFERS, CATALOGS, AND PRODUCT PROTECTION

1. Advertisements and other announcements about goods offered by MARGO are for informational purposes only. Samples, patterns, drawings, and photos attached to MARGO’s offer are solely illustrative and do not constitute an offer of sale nor can they be the basis for claims or objections against MARGO. When making a purchase decision, one must strictly rely on the description and technical parameters.

2.  

   Goods delivered by MARGO, as well as any related cost estimates, drawings, and offer documents, are protected under laws governing commercial transactions and intellectual property rights. Cost estimates, drawings, and offer documents provided to the Client for the purpose of concluding an agreement remain the property of MARGO and may not be shared with third parties without MARGO’s written consent. The above-mentioned materials must be promptly returned to MARGO if no order is placed.

XVII PROTECTION OF PERSONAL DATA

1. By accepting these Terms and Conditions, the Buyer consents to the processing of their personal data by MARGO and entities acting on its behalf, both domestically and abroad, in connection with the execution of sales contracts for goods offered by MARGO and for marketing purposes related to MARGO’s business activities.
2. The Buyer is entitled to all rights arising from the Act of May 10, 2018, on the Protection of Personal Data (Journal of Laws 2019, item 1781 (currently in force)) and the Announcement of the Marshal of the Sejm of the Republic of Poland dated August 30, 2019, regarding the publication of the consolidated text of the Personal Data Protection Act.

XVIII FINAL PROVISIONS

1. All disputes arising from the contract that cannot be resolved amicably by the parties shall be settled by the common court in Toruń, in accordance with the substantive law of the Republic of Poland.
2. In matters not regulated by the provisions of this contract, the provisions of the Civil Code shall apply.
3. The Buyer may transfer rights and/or obligations arising from the contract only with the written consent of MARGO.
4. Any notification sent by one party to the other party must be made in writing and sent to the main address or correspondence address.
5. If any part of the provisions of the GTC or the contract is found to be partially or wholly ineffective or invalid, it shall not affect the validity of the remaining provisions and terms of the contract and GTC.
6. The contract, together with these GTC provisions, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior statements, offers, contracts, agreements, and arrangements made between the Parties, both oral and written.