Rawlplug General Terms and Conditions of Sale

1. Definitions

In these Rawlplug General Terms and Conditions of Sale (“Conditions”) the words below have the meanings next to them:

‘Agreement’ means any agreement, including agreed commercial terms of cooperation, framework agreement, between Rawlplug and the Customer, under which the Products may be sold, delivered or performed to the Customer upon Orders from the Customer, as well as confirmed Orders, including Orders submitted through a website, subject to provisions of applicable website or e-commerce terms and conditions; commercial terms or special commercial terms of cooperation agreed between Rawlplug and the Customer in a form of an instrument.

'Confidential Information' means any and all technical, technological, economic, financial, commercial, legal and organisational information concerning Rawlplug, as well as any other information considered by Rawlplug as secret, provided to the Customer or which the Customer came to possess in connection with the Agreement, regardless of the form and whether they have been marked as confidential, including trade secrets and including price lists, analyses, personal data, information on IT systems and technology, security systems, documents, data base, charts, drawings, pictures, graphics, brochures, catalogues, copies, excerpts, translations, failed or excess print-outs, which Customer may come to possess during discussions, negotiations and/or cooperation.

'Country of Destination' means the country to which the Products are to be delivered and/or the country where the Client has their registered office.

“IPR” means any intellectual property rights in the meaning given under Convention establishing the World Intellectual Property Organization signed in Stockholm on 14th July 1967 and amended on 28th September 1979, including but not limited to copyrights, data bases, software, patents, trademarks, designs, utility models and right to apply for or register patent, trademark, design and utility model.

‘Incoterms®’ means the 2020 Rules for the use of Domestic and International Trade Terms of the International Chamber of Commerce.

‘Forecast’ means any forecast of the likely amount of Products to be ordered by the Customer in a respective period, but shall exclude any Order;

‘Force Majeure’ means any event or circumstances beyond reasonable control of either party, including but limited to declaration of war, military activities, disorders, epidemics, blockades, earthquakes, floods, fires or other natural disasters, as well as actions of the governmental authorities, embargoes and other events and circumstances, the parties were not aware of on the date of submitting the Order for the Products, the parties were unable to foresee or prevent by any reasonable measures, and which hinder or make impossible the fulfilment by the parties of their obligations under the Agreement.

‘Order’ means an offer to purchase or provide the Products submitted to Rawlplug by the Customer (directly or indirectly or through a representative) in accordance with Clause 3 hereof or the Agreement.

‘Products’ means the goods, including construction products, tools and power tools, and/or services, in accordance with Specifications, supplied by Rawlplug to the Customer in fulfilment of an Order, which may bear the Trademarks.

‘Customer’ means a business entity or entrepreneur who orders and/or acquires the Products under the Agreement or by submitting the Order.

‘Rawlplug’ means Rawlplug S.A. with its registered office in Wroclaw, Poland, ul. Kwidzyńska 6, 51-416 Wrocław, entered into the business register (KRS) under no. 0000033537, tax identification number (VAT EU): PL8951687880, REGON 932098397, which is a large entity.

‘Specifications’ means characteristics of Products,  as expressly agreed with the Customer, or as provided in technical catalogues or data sheets available on https://rawlplug.com website on the date of Order confirmation, which may be amended form time to time by Rawlplug. The Customer acknowledges that Specifications may accordingly be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of Rawlplug in relation to the Specifications, the Products and the use thereof shall be furnished for the accommodation of the Customer only.

‘Trademarks’ means any registered and un-registered trademarks and/or trade names in respect of the Products, such as ‘KOELNER’, ‘MODECO’, ‘RAWLPLUG’ and/or  ‘RAWL’.

2. General provisions

1. 1. These Conditions apply only to the Agreements concluded with the Customers in the course of their business and professional activity, excluding however the Agreements concluded with natural person in the course of their business activity to the extent that the subject-matter of the Agreement is not of professional nature to such natural person, considering inter alia objects of business activity of such natural person.

1. 2. Any price catalogues, price lists or other commercial information made available to the Customer shall constitute an invitation to tender and shall not be deemed an offer under the law, unless otherwise stipulated in the Agreement. Any invitation to tender provided by representatives of Rawlplug are valid for seven (7) days, unless provided otherwise in such invitation to tender.

1. 3. These Conditions constitute an integral part of the Agreement. If there is any conflict or inconsistency between this Conditions and the terms and conditions of the Agreement, the provisions of the Agreement shall prevail.

1. 4. These Conditions nor Agreement cannot be altered or modified by any terms or conditions in any quotation or any invitation to tender, offer, delivery or consignment note, invoice, general terms and conditions used by the Customer or elsewhere or implied by trade practice or course of dealing or otherwise.

1. 5. The Convention on the Agreements on International Sale of Goods concluded in Vienna on 11 April 1980  shall not apply to the Agreement.

1. 6. Neither party to the Agreement shall have the authority to incur any liability or make any contract on behalf of the other party, unless the Agreement expressly provides for otherwise.

1. 7. Nothing contained in the Agreement or this Conditions may be construed as to create a relationship of agency or partnership or a joint venture between the parties. The parties are independent contractors contracting with one another at arm’s length. 

3. Orders

1. 1. The Customer may purchase or order provision of Products only by placing an Order.

1. 2. An Order always constitutes an offer to purchase or to provide the Products by the Customer, which becomes the Agreement once it is confirmed by Rawlplug. The Order may be confirmed through e-mail notification, or sales system (such as EDI) or otherwise, including tacit confirmation, for instance preparation to carry out the Order.

1. 3. Once an Order is confirmed by Rawlplug, the Customer cannot cancel the Order, and the Customer is obliged to receive and/or collect the ordered  Products. The Order cannot be cancelled or ordered Products  returned to Rawlplug at any time, unless these Conditions provides for otherwise or the Parties agreed on the return in writing.

1. 4. Any Forecast provided to Rawlplug by the Customer will not be binding on either party, unless the Parties agreed otherwise in the Agreement.

1. 5. Neither the Customer shall be obliged to submit Orders nor Rawlplug shall be obliged to confirm Orders.

4. Customer’s obligations

1. 1. In case of resale, supply, distribution or any form of lease or hire of the Products to third parties, the Customer shall:

1. 1. 1. deliver the Products in original packaging supplied by Rawlplug, unless the Products are for sale without packaging (for example bulk-sale), with provided manuals, declarations, data sheets, markings and/or warnings, and shall not place on Products or their packaging any additional markings, labels, trade names and/or trademarks, nor change or alter in any way the Products or their packaging;
      2. acquire Rawlplug’s consent to all marketing or promotional activities or placements which may make use of the Trademarks;
      3. not use or refer to Rawlplug’s name nor Trademarks in a manner which may negatively impact the goodwill of Trademarks, or suggesting any relations between the parties, including in order to register the domain name;
      4. not give any additional (other than contained in Specifications) representation or warranties regarding the Products, without prior written consent of Rawlplug.

5. Delivery

1. 1. Rawlplug will supply or provide Products (delivery) in accordance with the Agreement and these Conditions. All times or dates given for delivery of the Products are intended to be estimates only and time for delivery shall not be of the essence. Rawlplug shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products.

1. 2. The delivery of the Products, which are goods, shall be on EXW (Incoterms®) – address of Rawlplug’s warehouse in Wroclaw, Poland. In case of intra-community delivery of goods, application of lower rate of VAT is contingent upon the Customer providing Rawlplug with documents and information necessary to evidence meeting the conditions for such delivery.

1. 3. Upon the request of the Customer, Rawlplug may organize the transportation of the ordered Products, which are goods, to a place indicated in the Agreement, however this shall not affect the applicable Incoterm®.

1. 4. If under the Agreement the Products shall be delivered to the place other than the warehouse of Rawlplug and the delivery occurs through the carrier, the Products shall be deemed delivered to the Buyer on the day of releasing the Products by Rawlplug to the first carrier, regardless of the fact which party has organized transportation and applicable Incoterms®. Products which are services are deemed delivered upon performance.

1. 5. The Customer shall inform Rawlplug about any visible defects to the Products and/or any short-delivery within five (5) Business Days of receipt of the ordered Products by the Customer as indicated in dispatch note, consignment letter or any other transportation document. After this term the Products shall be deemed to be complete and free of any visible defects.

1. 6. In case of the delivery outside European Union, the Customer will without unnecessary delay provide mandatory packaging and labelling requirements applicable in the Country of Destination for which Rawlplug must ensure that all Products are packaged and labelled in accordance with such requirements. Rawlplug shall not be liable to the Customer for any non-compliance in respect of such requirements, unless Rawlplug adhered to the Customer’s instructions. The Customer is to provide all relevant updates and amendments to mandatory packaging and labelling in writing to Rawlplug and shall indemnify Rawlplug against any liability in the above regard..

1. 7. Rawlplug will not be liable for any delay or failure to supply Products arising from Force Majeure. If Force Majeure lasts for more than thirty (30) days, the Parties shall meet to discuss the future cooperation. In case there is not agreement between the parties, each party shall have the right to terminate the Agreement and/or cancel (withdraw) any Order affected by the Force Majeure.

6. Risk and ownership

1. 1. Unless otherwise expressly stipulated in the Agreement, risk in the Products will pass to the Customer in accordance with Incoterms® referred to in Clause 5.2.

1. 2. Ownership in Product passes to the Customer on the date of full payment for this Product.

1. 3. Until the full payment, the Customer is entitled to possess the Products and resell them in its own name and on its own behalf to third parties, solely to the extent required in its ordinary course of business, and, to the extent possible, the Customer shall: a) keep the Products separate and in a clearly identifiable manner; b) notify Rawlplug immediately of any claims by third parties which may affect the Products; c) adequately insure the Products; and d) store the Products and keep them safe as if they were the property of the Customer. The Customer shall further take all measures to ensure that Rawlplug’s title in the Products is in no way prejudiced.

7. Limited warranty

1. 1. Products, being the goods, must be of good quality and free from any defects in material or workmanship (limited warranty). A determination whether or not delivered Products conform with the limited warranty shall be done solely with respect to the Specifications.

1. 2. Rawlplug shall be liable under this limited warranty only if the non-conformity of the Products has appeared within twenty four (24) months from the date of receipt of the ordered Products by the Customer, as indicated in dispatch note, consignment letter or any other transportation document, and only if the non-conformity existed in the Product on the date where the risk in such Product passed to the Customer, unless the Customer was aware of the non-conformity. Rawlplug shall not be liable under the limited warranty if the non-conformity in the Products appeared as a result of acts or omissions of third parties or the Customer.

1. 3. The Customer shall lose all rights under the limited warranty if the Customer has not notified Rawlplug of the non-conformity within seven (7) Business Days from the date of receipt of the ordered Products by the Customer, as indicated in dispatch note, consignment letter or any other transportation document.

1. 4. If the Product has failed to meet the limited warranty, Rawlplug may remedy the non-conformity by repairing the Product or by replacing the Product or by providing a price discount for such Product or by reimbursing the Customer full price paid for such Product. The decision on handling of the warranty claims of the Customer shall be solely upon Rawlplug. Non-conforming Products shall, at Rawlplug election, be scrapped or returned to Rawlplug, in either case at Rawlplug’s cost.

1. 5. Except for the rights stipulated above in Clause 7.1 to 7.4, and the rights and remedies provided in separate (commercial) warranty statement issued for certain Products (for instance electric tools), the Customer shall not have any other rights and/or remedies in respect of defective or otherwise non-conforming Products, being the goods. Any other warranties implied or expressed, as applied by statute or generally at law and/or any other liability of the seller for the sale of defective product shall be excluded to the highest extent permissible und the applicable law.

1. 6. The Customer shall ensure that the Customer, their employees, agents, contractors and Customers of Products shall:
      1. store, handle, use, construct, maintain, and repair the Products at all times in accordance with good practice and in accordance with the Products’ method statements and data sheets, as well as all other relevant safety, training, usage and maintenance instructions and guidelines supplied to the Customer from time to time by Rawlplug, their employees, agents or contractors;
      2. receive the necessary training or explanations regarding the use in respect of Products supplied;
      3. in connection with the hiring of the Products or the Products being otherwise used by third parties, that the Products are supplied in the original packaging including all method statements, data sheets, labelling and warnings as are supplied with the Products by Rawlplug;
      4. use the Products with the recommended safety equipment in accordance with all applicable method statements and data sheets, and other relevant safety, training, usage and maintenance instructions and guidelines supplied from time to time; and
      5. comply at all times with all relevant legislation in respect of the Products and their usage.

8. Price and payment

1. 1. The price for the Products shall be specified in the Agreement or in the confirmation of the Order issued by Rawlplug.

1. 2. The price for the Products shall not include any taxes or duties imposed on the delivery of Products to the Country of Destination. The price for the Products shall not include cost of transportation of Products to the Country of Destination nor any other cost regarding the delivery or payment for the Products such as bank fees, which shall be upon the Customer. The price shall be increased by the rate of VAT in accordance with applicable laws.

1. 3. Rawlplug shall invoice the Customer with all costs and expenses connected with applying special packaging of the Products, transportation and/or insurance during transportation to the place indicated in the Agreement, as well as facilitating any other request of the Customer.

1. 4. Rawlplug will invoice the Customer for Products. Each such invoice will be paid by the Customer in accordance with the Agreement or invoice. The Customer agrees that Rawlplug shall issue invoices without the signature of Customer or any authorised person thereby.

1. 5. Rawlplug is entitled to unilaterally change the prices of Products at any time and without any notice to the Customer. Change of prices shall not be considered as amendment of the Agreement, provided however that the change of the prices shall not affect confirmed Orders.

1. 6. The payment is deemed made on the date where Rawlplug’s bank account is credited with the funds.

1. 7. If (a) the Customer is in default of performance of their obligations towards Rawlplug, or (b) if Rawlplug has reasonable doubts with respect to Customer’s capability to perform their obligations to Rawlplug and Customer fails to provide to Rawlplug adequate assurance of Customer’s performance before the date of delivery of Products and in any case within thirty (30) days of Rawlplug’s demand for such assurance; or (c) if Customer becomes insolvent or unable to pay its debts as they mature, or goes into liquidation or any bankruptcy or reconstruction proceedings shall be instituted by or against the Customer; or (d) if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of the Customer; or (e) if Customer enters into a deed of arrangement, then, without prejudice to any other rights of Rawlplug, Rawlplug may by notice in writing forthwith (i) demand return and take repossession of any delivered Products which have not been paid for, for which purpose Customer hereby grants an irrevocable right to Rawlplug to enter upon all or any of the premises where the Products are or may be located and all costs relating to the recovery of the Products shall be upon the Customer; and/or (ii) suspend the performance or terminate the Agreement unless Customer makes such payment for the Products on a payment in advance basis or provides adequate assurance of such payment for Products to Rawlplug; without any intervention of courts being required and without Rawlplug’s liability whatsoever arising out of or in connection with such suspension or termination. In any such event of (i) and/or (ii) above, all unpaid claims of Rawlplug shall become due and payable instantly.

9. IPR

1. 1. Nothing in the Agreement or these Conditions gives Rawlplug any rights to any of the Customer’s IPR and the Customer to any of Rawlplug’s IPR.

1. 2. Rawlplug hereby grants to the Customer a non-exclusive, sub-licensable, transferable, royalty free, perpetual licence to use Rawlplug IPR and any other IPR subsisting in Products or materials referred to in Clause 9.3 in order to market, promote, display, distribute and resell Products in the Country of Destination in any manner considered appropriate by Rawlplug or in accordance with Rawlplug’s guidelines, including via the internet or other electronic or digital means and via any platforms for advertising and/or promotion. Rawlplug is entitled to unilaterally revoke the above license and/or give the Customer binding instructions on the manner of use of Rawlplug IPR.

1. 3. Ownership to any materials (other than Products), including materials protected by Rawlplug IPR, which were made available to the Customer for the purpose of promoting the sale of Products, training or other purpose relating to the sale of Products, shall vest in Rawlplug. The Customer shall use these materials in accordance with the Agreement and/or  with Rawlplug’s instructions, preserve it and return these materials and their copies promptly, without deterioration, after the termination of cooperation between the Parties of upon Rawlplug’s request. The Customer shall not alter and tamper with the materials nor made the materials available to the third parties, unless it is necessary for the above purpose for which the materials have been provided to the Customer (for instance it is allowed to alter the size of the materials for the requirements of publication or sending the materials to the operator of the internet-sale platform).

10. Limited liability

1. 1. The Customer shall indemnify and hold Rawlplug harmless against all costs, expenses, damages, liabilities, proceedings and actions of whatsoever nature and howsoever incurred or suffered arising out of or in connection with the importation, storage, sale, advertisement, promotion and/or distribution of the Products in the Country of Destination.

1. 2. Without prejudice to Clause 7.5, in no event shall Rawlplug be liable to the Customer or any third party for any loss of profit or any other loss, except for real loss, resulting from any breach of the Agreement and/or these Conditions or any other breach, failure or omission by Rawlplug, regardless of the cause or nature of such breach, failure or omission or from any other cause whatsoever, whether based on warranty or tort. In no event shall Rawlplug’s aggregate liability hereunder exceed  the purchase price of the Products which the liability concerns.

1. 3. The limitation of liability set forth in Clause 10.2 above shall not apply to liability resulting from Rawlplug's wilful misconduct and is applicable to the maximum extent allowed by mandatory rules of law.

11. Confidentiality and personal data

1. 1. The Customer shall keep confidential all Confidential Information, whether or not it is in permanent or written form, and shall not, without the Rawlplug’s express written consent, sell, use, market or reveal any Confidential Information to any third person for any reason (“Non-Disclosure”).

1. 2. The Customer remain subject to Non-Disclosure obligation after the termination of the Agreement, and these obligations shall remain in force unless and until such time as the Confidential Information stop being secret and confidential and become part of the public domain, unless these occurs as a wrongful conduct by the Customer or its partners, subcontractors, officers, employees or as a result of breach of Non-Disclosure obligation by a third party.

1. 3. The Customer shall immediately return to Rawlplug all copies or samples of Confidential Information that are in the Customer’s possession at the time of receiving the above request.

1. 4. Terms and conditions for processing of personal data by Rawlplug are available on https://rodo.rawlplug.com website. The Customer shall in the name of Rawlplug inform all persons representing the Customer and/or employed by the Customer, whose personal data are processed in connection with the Agreement by Rawlplug (acting as a data controller), about the abovementioned terms and conditions for processing of personal data.

12. Compliance

1. 1. In carrying out its obligations under the Agreement Rawlplug and the Customer will comply in all respects with all applicable legal, regulatory and other requirements, including: (1) those relating to competition and the prohibition of anti-competitive behaviour; (2) those relating to the protection of the environment and the sourcing and nature of raw materials used within the Products; (3) those relating to anti-bribery and anti-corruption. Rawlplug makes no promise or representation that the Products shall conform to any law, statute, regulation, norm and/or standard, unless expressly stated in the Specifications

13. Dispute resolution and jurisdiction

1. 1. If an issue or dispute arises under or with connection to the Agreement or these Conditions between the Customer and Rawlplug which they are unable to resolve through ordinary discussions within ten (10) Business Days, the dispute shall be referred to courts competent for the seat of Rawlplug. Rawlplug shall have the right to commence court proceedings against the Customer regarding the dispute before the courts/tribunals or any competent authority for the seat of the Customer.

14. Governing law

1. 1. The Agreement, these Conditions and all contractual and non-contractual matters arising in connection with them will be construed and governed according to the laws of Poland, save for conflict-of-law rules.

15. Miscellaneous

1. 1. Rawlplug is entitled to assign or subcontract any or all of its rights or obligations under the Agreement to any third party. Rawlplug is entitled to perform its obligations under the Agreement by or through any third party.

1. 2. All notices and representation communicated by one party to the other party in connection with the Agreement, which are required to be in writing or in written for, are deemed received by the party after three (3) days of sending thereof via registered letter to the address of the party indicated in the Agreement. Other notices and representations, including binding declarations communicated in a form of an instrument, are valid and binding to the parties only if have been sent to an e-mail of the other party indicated in the Agreement.

1. 3. Any notice or representation given to a party under or in connection with the Agreement shall be in writing and in Polish or English or accompanied by an accurate translation into English, be signed or sent by authorised signatory of the party and be sent to the address of the party and respective address email, as indicated in the Agreement, unless these Conditions or the Agreement provide for only email communication.