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General Terms and Conditions

Article 1 – Definitions 

1. General Terms and Conditions: These General Terms and Conditions.

2. In these General Terms and Conditions, the abbreviation ROLAND means: ROLAND INTERNATIONAL POLSKA Sp. z o.o. with its head office in Konin, at Nadbrzeżna 1, 62-500 Konin, with an entry in the companies register maintained in the Economic Department IX of the Poznań Nowe Miasto i Wilda District Court, in Poznań, under number KRS: 0000406337, NIP 6652988271, REGON: 30201339700000, a member of THE CARGO CONTROL COMPANY GROUP.

3. Customer: The counterparty of ROLAND.

4. Customer-specific Product:

Products that are not part of the standard offering from ROLAND, or Products from the standard offering with different dimensions.

5. Agreement: The underlying Agreement(s) between the Parties, all related agreements between the Parties, as well as any amendments and supplements thereto.

6. The Parties: ROLAND and the Customer together.

7. In written form: on paper, by email or fax, or by another electronic means.

8. Products: all goods, articles, items and parts (to be) delivered by ROLAND to the Customer in the context of executing an Agreement, as well as all related services (to be) delivered by ROLAND.

9. Offer: as many times as offer is mentioned in the Agreement, it should not be understood as an offer within the meaning of Article 66 of the Civil Code.

10. All definitions shall have the same meaning in the singular and plural, unless explicitly stipulated otherwise.

Article 2 - Applicability of the General Terms and Conditions 

1. These General Terms and Conditions shall apply to all proposals, offers, work, orders, Agreements and deliveries of Products by or on behalf of ROLAND.

2. Deviations from these General Terms and Conditions shall only be possible if explicitly agreed in writing by the Parties.

3. The Parties shall explicitly exclude the application of supplementary and/or different general terms and conditions of the Customer or of third parties.

Article 3 - Proposals and offers 

1. Proposals and offers by ROLAND shall be non-binding unless the Parties have explicitly agreed otherwise in writing.

2. A proposition or proposal shall be applicable for a maximum of 30 (thirty) days, unless a different deadline for acceptance is stated in the proposal or offer.

3. If the proposal or offer is not taken up by the deadline stipulated, it will automatically become invalid.

4. Proposals and offers shall not apply to repeat orders or future orders unless explicitly agreed otherwise by the Parties in writing.

Article 4 - Acceptance 

1. Once a proposal or offer has been accepted, ROLAND reserves the right to withdraw the offer without giving any reason within 3 (three) days of receipt of the acceptance.

In this case, the Parties shall establish a new principles of cooperation and the Customer shall not be entitled to make any claim against ROLAND in respect of this.

2. A verbal acceptance by the Customer shall only be binding on ROLAND after confirmation by the Customer in writing.

Article 5 – Prices 

1. All of ROLAND's Prices shall be expressed in the currency agreed with the Customer, are calculated ex-factory (EXW) and shall not include VAT or other costs such as administration

costs, (import) levies, travel, shipping, insurance or transport costs, unless the Parties have explicitly agreed otherwise in writing.

2. ROLAND shall not be liable for obvious clerical errors in brochures and other documents containing Prices where these result from faulty software, typographical and printers’

errors. In relations between the Parties, only those Prices that have been agreed and confirmed in the final contract shall be considered binding.

3. ROLAND may always adjust the Prices of its Products published on its website or elsewhere.

Article 6 - Payment 

1. Invoices must be settled within 30 (thirty) days of the date on the invoice, unless otherwise expressly agreed in writing by the Parties.

2. The Customer shall pay without invoking any withholding or set off of payment by transferring the amount payable to the account number provided by ROLAND.

3. The Customer waives right to set off a payment to ROLAND against any debt owed to it by ROLAND.

4. If the Customer fails to pay by the deadline stipulated on the invoice, ROLAND shall be entitled to charge interest on the delay in commercial transactions from the due date of the claim to the date of payment.

5. If the Customer falls into default, it will also owe ROLAND for extra-judicial collection costs plus any compensation.

6. Recovery costs will be calculated on the basis of the Polish Act on Counteracting Excessive Delays in Commercial Transactions.

7. If the Customer fails to make payment on time, ROLAND may suspend its obligations until the Customer has fulfilled its payment obligation.

8. The provisions of paragraph 7 shall also apply to liabilities arising from other agreements concluded with the Customer.

9. In the event of liquidation, bankruptcy, distraint or suspension of payments on the part of the Customer, all of ROLAND's claims against the Customer shall become due immediately.

Article 7 - Right to Claim

1. As soon as the Customer falls into arrears with payment for at least one due receivable, ROLAND shall be entitled to invoke its right to claim in relation to the Products delivered to the Customer for which payment has not been made.

2. ROLAND may invoke the right to claim by sending a written notice together with a summary of all Products to which ROLAND’s claim relates.

3. Immediately after receiving intimation of about invoking the right to claim, the Customer shall be obliged to return to ROLAND the Products listed in the statement.

4. The costs of recovering or returning the Products shall be borne by the Customer.

Article 8 - Right to Suspend Performance

1. The Customer shall waive the right to suspend the performance of any obligation under the Agreement.

Article 9 - Delivery 

1. All Products that are to be delivered will continue to be the exclusive property of ROLAND until the Customer has fulfilled all its liabilities and payment obligations to ROLAND, including claims by ROLAND such as may arise in connection with the Customer’s failure to fulfil its obligations.

2. Until then, ROLAND may invoke retention of title and demand the return of the Products.

3. Prior to the transfer of ownership to the Customer, the Customer may not sell, dispose of, pledge or encumber the Products with any other right.

4. In the event that third parties come into possession of the Products delivered under reservation of title, or wish to establish or exercise any rights thereon, the Customer shall be obliged to inform ROLAND immediately.

5. The Customer is obliged to store the Products delivered under retention of title with due care and in such a way that they can be clearly identified as the property of ROLAND. The Customer must take all necessary steps to protect ROLAND's property rights.

6. If ROLAND invokes its property rights, the Agreement shall be deemed terminated and ROLAND shall be entitled to claim for damages, lost profits and interest.

Article 10 - Delivery 

1. Deliveries will take place on an EXW basis, unless otherwise expressly agreed in writing by the Parties.

2. If circumstances so require, ROLAND shall be entitled to make partial deliveries of the Products.

3. ROLAND shall be entitled to withhold deliveries each time the Customer is late with payment.

4. The Customer must ensure the timely receipt of the Products ordered.

5. In the event of damage during transport, the Customer shall be obliged to inform the transport company and ROLAND immediately and mark this on the delivery document.

6. In the case referred to in point 4, above, transport costs and the costs of potential redelivery of the Products to the Customer's premises shall be borne by the Customer, unless otherwise agreed by the Parties in writing.

11 - Delivery and deadline

1. The delivery deadlines provided by ROLAND are indicative and, if exceeded, do not give the Customer the right to terminate the Agreement, claim compensation, or any other entitlement, unless the Parties have expressly agreed otherwise in writing.

2. The delivery period shall commence after a written confirmation of the proposal has been submitted by ROLAND, which the Customer has signed as having been accepted.

3. Failure to meet the delivery deadline does not give the Customer the right to compensation or to termination of the Agreement.

Article 13 - Complaints 

1. The Customer must immediately inspect any Product delivered by ROLAND for possible defects.

2. If a Product delivered does not reasonably meet the Customer’s expectations under the terms of this Agreement, the Customer may notify ROLAND to that effect within 8 (eight) days of discovering the defect in the Product.

3. When submitting a complaint, the Customer shall provide a detailed description of the defect, including any appropriate photographic images, in order that ROLAND might respond appropriately.

Article 14 - Warranty 

1. ROLAND makes no warranties other than those expressly set out in this Agreement or in these General Terms and Conditions. In particular, ROLAND does not provide a guarantee for Products tailored to individual customer requirements.

2. Subject to the provisions below, ROLAND guarantees to the Customer the highest quality of its Products. The Customer must report any defect in the Products within eight (8) hours of use, while showing that the defects arising during the period are the result of a Product which has been poorly designed by ROLAND or as a consequence of poor manufacture, or of bad materials supplied by ROLAND. If the complaint is found to be justified, the defective parts will be replaced free of charge by ROLAND. Failure to comply with the above-mentioned time limits will result in the lapse of any defect claims against ROLAND

3. Based on the Customer’s complaint, ROLAND will assess whether the Product is defective in accordance with the meaning of paragraph 2 above.

4. If, on the basis of a detailed description of the Product defect, including photographic material, ROLAND finds that there is a basis for the claim to be accepted, it shall inform the Customer in writing of the need to return the defective Product in order to satisfy the warranty claim.

5. The Customer is fully responsible for the correct return of the Product in particular by providing appropriate packaging. ROLAND will not reimburse any costs incurred in returning a Product: these costs are borne entirely by the Customer.

6. ROLAND reserves the right to inspect a returned Product upon receipt in order to verify that the defects previously reported in writing are genuine. Unless otherwise agreed by the Parties, during such inspection, if damage is found, that was not reported by the Customer, and which was incurred during the return of the Product, it will not be repaired under warranty by ROLAND. In this case, the Customer will bear the costs of additional repairs not covered by the warranty.

7. ROLAND assumes no liability and will provide no guarantee for defects arising as a consequence of normal wear and tear, or improper storage or use of items, and/or use that is incompatible with ROLAND operating and maintenance instructions. The same shall apply to defects resulting from faulty design, construction or material which was pre-described or provided by the Customer, to actions on the part of or at the request of the Customer, or those due to the non-compliance with the maintenance instructions, as well as to discoloration which does not affect possible usage.

8. If ROLAND replaces items or parts with new components in order to fulfil its warranty obligations, the replaced items or parts will remain the property of ROLAND.

9. Any failure on the part of the Customer to fulfil any obligation that is incumbent on it under an Agreement concluded with ROLAND, or to perform any obligation that is overdue or incorrect, shall be excluded from ROLAND’s warranty obligations. If, without prior written approval by ROLAND, the Customer proceeds to disassemble, repair or perform any other work on the item, or involve others in the same, any warranty claim shall be invalid.

10. Legal actions related to a warranty must be initiated within 1 (one) year of filing a claim, within the time limit stipulated in point 2, above, under pain of invalidation. The provisions of the warranty shall not be applicable between the entrepreneurs.

Article 15 - Notice of default 

1. The Customer is obliged to notify ROLAND in writing of any possible delay in payment and the reason for such delay.

2. The Customer is responsible for ensuring that the notice of default reaches ROLAND (in good time).

Article 15 - Intellectual property 

1. All intellectual property rights relating to the Products sold are held by ROLAND.

2. The Customer must fully and unconditionally comply with the intellectual property rights in relation to the Products supplied.

3. In the event that the Customer violates ROLAND's intellectual property rights, the Customer will be liable for any damage (including consequential damage) that ROLAND incurs now or in the future.

Article 17 - Liability 

1. ROLAND shall be liable to the Customer or third parties for damages arising solely as a result of its deliberate actions or recklessness.

2. The Customer shall indemnify ROLAND from any liability, and compensate for any damage and costs of third parties who have suffered damage as a result of or due to the Products or the manner in which the Agreement is performed, unless ROLAND is liable for such damage under the Agreement, these General Terms and Conditions or any applicable provisions of law. The Customer will also indemnify ROLAND against any costs and damages which ROLAND may incur in connection with third party claims and for which ROLAND's liability to the Customer is excluded from these General Terms and Conditions or from the Agreement.

3. ROLAND shall not be liable for any accidents or damage caused by the Products supplied by ROLAND which have been misused or improperly used, or used contrary to the operating instructions.

4. The Customer is responsible, in all circumstances, for the accuracy and completeness of the data and documents it provides. ROLAND shall not be liable for any damage that was caused (even in part) by the incorrect and/or incomplete data and documents supplied by the Customer, or as a result of following any instructions given by the Customer. The Customer indemnifies ROLAND from all claims in this regard.

5. The Customer shall indemnify ROLAND from all claims arising from Product liability legislation, or liability arising from similar foreign legislation, whether or not these are based on EC Product Liability Directives for defective goods unless mandatory legal provisions state otherwise.

6. If, on the basis of a statutory obligation which also includes a resulting obligation from European legislation and regulations, ROLAND is required to remove from the market Products delivered, the Customer will be required to cooperate fully without being entitled to any claim for compensation. In this case, the Agreement will be considered terminated.

7. ROLAND is liable for damage sustained by the Customer, on each occasion up to the value of the invoice of the order placed, as a result of which the damage was incurred by the Customer, but not more than the amount of liability insurance paid to ROLAND on this account. ROLAND shall not be liable for indirect damage, including but not limited to consequential damages, lost PROFITS, lost sales, lost savings, lost reputation or damage caused to third parties

8. In the absence of payment (in full) by an insurance company of the amount of the claim, the liability will be limited (in part) to the invoice amount to which the liability relates.

9. All illustrations, photos, colours, drawings and descriptions on the website or in a catalogue are purely for guidance and shall not constitute grounds for compensation and/or termination (in whole or in part) of the Agreement and/or the suspension of any obligation.

10. Any entitlement of the Customer to compensation by ROLAND shall in any event expire 6 (six) months from the date of the occurrence or cause which directly or indirectly gave rise to the liability. 

Article 18 - Termination 

1. ROLAND shall have the right to terminate the Agreement with the Customer extrajudicially, without any obligation to pay compensation and without prejudice to any additional rights it might be entitled to, in the event that the Customer fails to fulfil, in full or on time, its material obligations arising from the Agreement, or if ROLAND becomes aware of circumstances that give reasonable grounds for concern that the Customer will not be able properly to fulfil its obligations.

2. All the grounds for termination of the Agreement contained in these General Terms and Conditions shall apply in full, except as provided for in paragraph 1.

3. In the event of termination of the Agreement by ROLAND, any claims that are due to ROLAND against the Customer shall become immediately due.

Article 19 - Force majeure 

1. ROLAND may be released from liability for failure to perform any of its duties where such failure to do so is due to an obstacle beyond its control, the occurrence, avoidance or consequences of which could not have been foreseen at the time of the conclusion of the Agreement (force majeure).

2. By force majeure as it is referred to in paragraph 1 shall be understood, inter alia, loss of data as a consequence of a computer failure, a virus infection or computer hacking by third parties, machine failure and other calamities which hinder or restrict ROLAND's business operations, Internet connection and power supply failure, weather conditions, pandemics, theft, fire, flood, landslides, terrorist attacks, restrictions on outside parties, illness on the part of the natural persons implementing the Agreement on behalf of ROLAND, transport restrictions (including lockdown caused by an epidemic threat), strikes, riots, war or threat of war, loss of or damage to Products during their transportation, non-delivery or late delivery of Products to ROLAND by its suppliers, export and import bans, fires, disruptions and accidents in the business of ROLAND or its supplier(s), burning of transport vehicles of ROLAND, of its supplier(s) or of a transport company that has been engaged, the occurrence of disturbances in this field, involvement in related accidents and measures imposed by any domestic, foreign or international government.

3. In the event that ROLAND is prevented by force majeure from fulfilling in whole or in part one or more of the obligations arising from the Agreement, ROLAND shall be entitled to suspend its obligations without legal intervention.

4. If force majeure lasts for at least 30 (thirty) calendar days, both Parties may terminate the Agreement, in whole or in part, in writing.

5. In the event that, at the commencement of force majeure, ROLAND has partially fulfilled its obligations to the Customer under the Agreement, or has supplied a portion of the Products, ROLAND shall be entitled to invoice these items separately. The Customer will then be obliged to settle the respective invoice with ROLAND.

6. In a force majeure situation, ROLAND will not be liable to the Customer for any compensation/payment, even if it receives any advantage as a result of force majeure.

7. ROLAND shall not be liable for the non-performance or non-timely execution of the Agreement because of Coronavirus or its consequences. 

Article 20 - Amendments to the Agreement 

1. If, after the conclusion of the Agreement, it becomes necessary to amend or supplement its content in order to implement it, the Parties shall amend it accordingly and in a timely manner by mutual consultation.

Article 21 - Amendment of the General Terms and Conditions 

1. ROLAND is entitled to amend or supplement these General Terms and Conditions.

2. The current version will always be the last version which was in force at the time the relevant Agreement was drawn up.

Article 22 - Transfer of rights 

1. The Customer's rights resulting from an Agreement between the Parties cannot be transferred to third parties without ROLAND's prior written permission. 

Article 23 - Consequences of Nullity

1. If one or more of the provisions of these General Terms and Conditions are found to be invalid or ineffective, the other provisions of these General Terms and Conditions shall continue to apply in full.

2. Invalidated or ineffective provisions of these General Terms and Conditions will be replaced by a valid provision, which will preserve as far as possible the aim and purpose of the invalid and ineffective provision.

Article 24 – Personal data

1. The Parties will comply with all relevant obligations under applicable law and regulations in the field of personal data protection, in particular from the General Data Protection Regulation and the relevant national laws implementing this regulation in the Member States of the European Union that apply in relation to the Agreement.

2. To the extent that ROLAND will process personal data obtained from or on behalf of the Customer under the Agreement as a ‘processor’ within the meaning of Article 4(8) of the General Data Protection Regulation for the Customer as an ‘administrator’ within the meaning of Article 4(7) of the General Data Protection Regulation, the Parties shall conclude a data processing agreement on the basis of an agreement proposed by ROLAND to entrust the processing of such personal data

3. If ROLAND acts as a processor for the Customer's personal data, then ROLAND shall be liable for the damage only if it did not act in accordance with the applicable laws and provisions on the protection of personal data, including the General Data Protection Regulation and the relevant national rules implementing that Regulation in the Member States of the European Union, or if it has acted outside or in contravention of the Customer's legal instructions. If ROLAND acts as a processor for the Customer's personal data, ROLAND will not be liable if the circumstances causing the damage cannot be attributed to itself or to a third party, or if it has otherwise been agreed that ROLAND and the third party involved are not liable.

4. The limitation of liability in Article 17 of these General Terms shall also apply to any liability OF ROLAND in relation to the processing of personal data.

5. Without prejudice to paragraphs 3 and 4, the Customer shall indemnify and hold ROLAND harmless in respect of any claims, liabilities, costs (including inter alia court costs), damages and losses arising out of the Customer's breach of the obligations under this Article.

6. In addition to the preceding paragraphs, ROLAND will maintain a repository of the Customer's personal information in accordance with the Privacy Statement.

Article 25 - Applicable Law and Competent Court

1. The legal relationship between the Customer and ROLAND is governed solely by the laws of Poland.

2. Disputes between ROLAND and the Customer shall be settled solely by the court having jurisdiction over the registered office of ROLAND.