Manufacturer - NILSON sp. z o. o. (Ltd.), with its registered office in Wrocław 53-609, Fabryczna 16H, Poland - owner of the beat bars™ brand.
Distributor - a person or entity having the right to buy, sell and distribute goods manufactured by the Manufacturer in a given area.
The terms of sale apply to the purchase of products from the Manufacturer for resale.
The Distributor pays the price specified by the Manufacturer in the order confirmation.
Current prices are presented in a direct offer for the Distributor. Price changes always occur after the presentation of a new offer and its acceptance.
Payment to the Manufacturer is made on the basis of a VAT invoice within the time limit indicated therein. The first order is fulfilled after the payment of the full amount for the goods.
Import duties, customs charges and shipping costs shall be borne by the Distributor.
Unless otherwise decided, the Manufacturer reserves the right to change the prices of goods, change or cancel the offers submitted to the Distributor, at any time, in accordance with changes in the market situation or decisions of the Manufacturer regarding the pricing policy.
Until they are paid for in full, the goods remain the Manufacturer's property.
Terms of Payment
The Distributor transfers the payment to the Manufacturer's bank account or PayPal account indicated on the invoice. Transaction fees are borne by the Distributor.
The day of making the payment shall be the day the given amount is credited to the Manufacturer's bank account.
If deliveries are made in installments, each delivery will be invoiced separately and payment made on maturity.
The Manufacturer has the right to charge statutory interest for late payment.
In the event of the Distributor's failure to pay the due amounts on time or any other breach, the Manufacturer shall be entitled to refuse the delivery of the goods until all outstanding payments have been made.
Terms of Deliveries and Returns
The goods are delivered under the Delivered at Place conditions according to the INCOTERMS® 2010 rules in compliance with the manufacturer's instructions, unless the Manufacturer and Distributor decide otherwise.
The goods are delivered by the Manufacturer on the basis of the Distributor's order, which may be submitted in writing, by phone, by e-mail, after two (2) business days from the time of placing such an order, subject to the availability of the goods.
Confirmation of receipt of the Distributor's order does not constitute an acceptance of the order for fulfilment. The Manufacturer will confirm the possibility of completing the order within the time specified by the Distributor or will propose another delivery date.
The Manufacturer shall make all efforts to ensure timely delivery and fulfil the whole order immediately.
Unless otherwise decided, the Manufacturer reserves the right to ownership of the goods until full payment is received covering all claims arising from the transaction between the Manufacturer and the Distributor. If the Distributor is in arrears with any payment, the Manufacturer has the right to demand a return of the goods.
The risk of loss or damage of goods is transferred to the Distributor in accordance with the provisions of the current INCOTERMS® 2010 rules applicable to a given delivery.
If the Distributor refuses to accept the delivery of ordered goods, delivered by a forwarder authorized by the Manufacturer, the Manufacturer reserves the right to withdraw from the contract in whole or in part and charge the Distributor with the costs incurred, in particular invoicing, dispatch of documents, preparation of goods, storage costs, and transport costs.
The Manufacturer offers the Distributor the possibility of returning the goods after one year from the date of purchase, but within two years.
Any discrepancies in the number of delivered goods must be reported to the Manufacturer within seven (7) days of receipt of the goods. In the case of a delivery exceeding the ordered quantity of goods, the Distributor may, at his own choice, return the goods to the Manufacturer at his expense or keep the surplus of goods (provided that the invoice price is corrected to take into account the surplus items). The extra goods should be returned in their original packaging and meet minimum packaging quality requirements.
Distributors from European Union countries are required to provide a valid European VAT identification number in order to make a purchase with a 0% VAT rate. If the Manufacturer does not receive such a number from the Distributor, he may issue an invoice with value-added tax (VAT) at the rate applicable in Poland.
Goods sold to Distributors based outside the European Union are subject to export declarations at the customs office. If the crossing of the customs border of the European Union is not confirmed by the competent customs office (IE-599 notification), the Distributor will be charged by the Manufacturer with value-added tax (VAT) in accordance with the currently applicable rate.
Terms of Warranty and Complaints Procedure
The Manufacturer guarantees that upon delivery to the Distributor, the goods will be free from material and quality defects and will be in accordance with the manufacturer's specifications for the given product.
The warranty for the goods covers a period of 1 year from the date of resale of the goods to the consumer.
The Manufacturer's obligation and the Distributor's right under the claims arising from this warranty shall be limited to the replacement of defective goods. The Manufacturer will have adequate time for replacement, but not longer than 21 days. In the event of replacement, non-compliant or defective goods become the property of the Manufacturer upon delivery of goods free of defects to the Distributor.
To exercise his rights under the warranty, the Distributor should send the goods after submitting a complaint. In the event that the warranty claim is justified, the Manufacturer shall pay the shipping costs. If the goods under subject to complaint turn out to be flawless and are returned to the Distributor, he will reimburse the Manufacturer for the incurred costs, including transport and testing costs.
The Warranty does not cover damage caused by improper storage or use in violation of the intended purpose of the goods.
Scope of Liability
The Distributor certifies that he will be the recipient of the goods delivered by the Manufacturer. The Distributor acknowledges that the provisions of export and import control laws and other regulations in various countries apply to the goods (and in particular the provisions with subsequent amendments regarding export control in Poland, EU countries and/or the USA are/may be in force). The Distributor undertakes that he will not directly or indirectly change the purpose of any goods supplied by the Manufacturer.
Any help or technical advice provided by the Manufacturer regarding the use of goods or related to making a purchase by the Distributor is free of charge and is intended to be a convenience for the Distributor.
The Manufacturer shall not be liable if he is unable to provide a sufficient quantity of goods or the delivery of goods for reasons beyond his control.
Industrial Property Law and Confidentiality
The beat bars brand name and logo are registered trademarks in the EU and have been assigned the following registration numbers: 017986264 and 017986266.
The Manufacturer guarantees that he is the sole owner of the intellectual property of the offered goods, and that all goods offered by the Manufacturer are free of property rights claims.
Technical documentation, construction documentation, embedded software, catalogs, designs, promotional materials for goods, etc. are the intellectual property of the Manufacturer or third parties and as such are subject to applicable law regarding their protection.
The sale of goods by the Manufacturer involves granting the Distributor a non-exclusive and non-transferable, limited license to the intellectual property rights of the Manufacturer regarding the use and resale of the goods in a given territory.
The Manufacturer and Distributor undertake not to disclose, transfer or use any commercial or organizational information obtained in relation to mutual commercial cooperation.
The Manufacturer declares that the offered products meet the relevant standards and hold all certificates required by law.
The Manufacturer and Distributor agree that the applicable law is Polish law. In matters not covered in the Terms of Cooperation, the provisions of Polish law, including the Civil Code, will apply.
In relation to any disputes arising from cooperation, the Manufacturer and Distributor will first try to resolve them through negotiations and agreement in good faith, in a spirit of mutual cooperation. Any disputes which cannot be settled amicably will be resolved by a common court competent for the seat of the Manufacturer.