1. GENERAL PROVISIONS
1.1. These rules of use of the electronic furniture ordering system "Vismode" (hereinafter - Rules) regulate the use of the website (hereinafter referred to as Platform). On the platform, the Seller gives the Buyers the opportunity to design furniture that meets their individual needs and place an order for their production. According to the Project and Order submitted by the Buyer, the Seller or Partner undertakes to manufacture the furniture and hand it over to the Buyer, following the conditions, procedure and terms set forth in these Rules, by concluding the Furniture Purchase and Sale Agreement.
1.2. By using the Platform, you confirm that you are familiar with these Rules and unconditionally and irrevocably agree to abide by them. If the Buyer does not agree with these Rules or does not want to assume the obligations provided for in them, the Buyer has no right to use the Platform.
1.3. Capitalized terms in these Rules have the following meanings:
- 1.3.1. Rules - the Rules presented on this Website are a legal document binding on the Parties, which regulate the conditions of using the Platform, the terms of the Agreement concluded between the Seller and the Buyer, as well as the rights, obligations and responsibilities of the Buyers for the violation of these Rules and the Agreement, and disputes between Procedure for examination of the parties to the contract.
- 1.3.2. Furniture – furniture and/or its components, as well as parts of assembled furniture, including hardware details, that are tailored to meet the Buyer's individual needs and produced by the Seller based on the Project independently prepared by the Buyer within the Platform environment and the Order submitted to the Seller.
- 1.3.3. Services - includes the Buyer's use of the Platform and all and any actions the Buyer may perform on the Platform, including, but not limited to, the design of Furniture in the Platform environment "Design Tool", their order, the conclusion and execution of the Agreement, and settlement for the Furniture and/or other additional services specified in the Order.
- 1.3.4. Project – a project independently prepared by the Buyer within the Platform's "Design Tool," tailored to meet their individual needs, including furniture and/or furniture components, as well as components of assembled furniture, including hardware details.
- 1.3.5. Seller – Vismode, MB, legal entity code 305897610, which administrates and maintains the Platform and has entered into cooperation agreements with manufacturing partners. The Seller offers solutions for furniture and/or furniture components, including hardware details, which are produced by its partners according to the order. Data about the Seller is collected and stored in the Register of Legal Entities, with the register maintained by the State Enterprise Centre of Registers.
- 1.3.6. Buyer – legal entity (company) or natural person who uses the Platform, independently designs Furniture on it, orders their production according to the prepared Project and the Order submitted to the Seller, and/or purchases other additional services provided by the Seller with his business , trade, craft or profession related purposes.
- 1.3.7. Agreement - Furniture purchase - sale agreement, which is concluded between the Seller and the Buyer in accordance with the conditions and procedures set forth in these Rules.
- 1.3.8. Contract price - The price of furniture production is specified in the order.
- 1.3.9. Order – the order submitted by the Buyer to the Seller in the Platform environment for the production of the Furniture specified in the Project, which, upon confirmation by the Seller and payment by the Buyer, constitutes the Agreement.
- 1.3.10. Account – the result of the Buyer's registration on the Platform, which creates a personal Buyer's account that protects his personal data.
- 1.3.11. Personal data - any information collected by the Seller about the Buyer or his representative (natural person) as defined in 2016. April 27 Clause 1 of Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons in the processing of personal data and on the free movement of such data and which repeals Directive 95/46/EC (General Data Protection Regulation).
- 1.3.12. Intellectual Property Rights means rights and interests in all (a) patents, equipment designs, patent applications, reissues, extensions, renewals; (b) registered and unregistered trademarks, service marks, domain names and all related value added; (c) registered and unregistered copyrights and all other rights of works or authors; (d) trade secrets, expertise, concepts, ideas, methods, processes, designs, discoveries, improvements and inventions, whether patentable or not; (e) all other rights, including intellectual, industrial and proprietary rights, existing or arising in the future. (f) applications for registration, renewals and renewals aforesaid; and (g) exclusive and non-exclusive license rights to any of the foregoing.
- 1.3.13. Parties – Parties to the Agreement, the Seller and the Buyer.
- 1.3.14. Partner/ Manufacturer is a company or natural person cooperating with the Seller, responsible for the production of the Furniture and/or their parts specified in the Order. Partners or Manufacturers work under contracts with the Seller, but operate independently and ensure the production process meets the specifications of the Buyer's order.
- 1.3.15. Design tool is a 3D configurator of furniture and/or their parts, which allows the Buyer to independently create projects of furniture or their components that meet individual needs. This tool allows you to choose the desired dimensions, materials, fittings and other characteristics.
1.4. The Services provided by the Seller only provide the Buyers with the technical means to independently design the Furniture that meets their individual needs in the Platform environment and to order them, when the Parties conclude the Agreement, under the conditions, procedures and terms provided for in these Rules, but the Seller cannot in any way be held responsible for the Project prepared by the Buyer. the dimensions of the Furniture and/or their parts specified in it, the solutions and/or materials chosen by the Buyer, and/or the accessories parts of furniture, including fittings details, and/or other design inaccuracies or errors, due to which the Buyer purchased the Furniture and/or its parts that meet his individual needs cannot be used as intended.
1.5. The Buyer, using the Platform environment "Design Tool" and designing Furniture in it, and concluding the Agreement based on this Project prepared by the Buyer, and otherwise using the Platform, acts independently and assumes all risks regarding the compliance of the Furniture production task formulated for the Seller in the Project and Order to his individual needs and Project quality.
1.6. The Seller processes the Personal Data of the Buyer in accordance with the Privacy Policy. The Personal Data Protection and Privacy Policy indicates important provisions of the Rules, therefore it is recommended that the Buyer read them carefully and make sure that all provisions of the Privacy Policy are understandable and acceptable to him, in the Platform environment Privacy Policy.
1.7. These Rules are prepared in accordance with the legislation of the Republic of Lithuania and the established good business practice of providing such Services. If any provision of these Rules contradicts the legal acts of the Republic of Lithuania or becomes invalid in whole or in part for any reason, it does not invalidate the remaining provisions of the Rules.
1.8. The Seller reserves the right to change, amend or supplement these Rules at any time. The Buyer is informed about changes to the Rules on the Platform. Changes to the Rules take effect from their publication on the Platform, with the exception of the provisions established in the Rules, which regulate the terms of the Agreement and/or the terms of warranty maintenance of the Furniture. When concluding the Agreement, the version of the provisions of these Rules, which govern the terms of the Agreement and/or the conditions of warranty maintenance of the Furniture, valid at the time of the conclusion of the Agreement shall be applied to the Buyer. If the Buyer uses the Platform in any way after the publication of changes to the Rules, it is considered that he agrees to all changes to the Rules.
2. FURNITURE PURCHASE - SALE AGREEMENT
2.1. In accordance with the conditions, procedures and terms set out in these Rules, the parties conclude an Agreement, which, together with other documents specified in these Rules, is a binding legal document for the Parties, by which the Seller undertakes to manufacture and deliver the Furniture according to the Buyer's Project and the Order agreed upon by the parties to the Agreement no later than within the time limit set in the Order them to the Buyer, and the Buyer undertakes to pay the full price of the Contract by advance payment and no later than within 5 (five) calendar days from the date of the Seller's submission of the Order Fulfillment Notice to the Buyer to accept the Furniture, picking it up at the partner/manufacturer's chosen address. The contract is considered concluded from the moment when the Seller confirms the Order submitted by the Buyer in the Platform environment and the Buyer pays it by advance payment by paying the full price of the Contract specified in the Order.
2.2. The Buyer confirms that he is aware that the Agreement does not cover the transportation services of the Furniture specified in the Order produced by the Seller or the Partner. The Buyer is personally responsible for collecting the Furniture specified in the Order from the Seller's or Partner's address. The Seller may offer the Buyer additional Furniture transportation services from the transportation service providers recommended by him, but the Seller does not participate in any form in legal relations between the parties to the transportation service contract regarding the transportation of Furniture. provision of services (nor as an intermediary, authorized person, representative or otherwise) and cannot be held responsible in any way for transportation services quality, obligations between the parties and consequences arising from the transport services contract concluded between the parties. The Seller cannot be considered the Buyer's agent, representative, intermediary, etc.
2.3. To enter into the Agreement, the Buyer must independently prepare a Project within the Platform, submit it to the Seller along with the Order, coordinate it with the Seller, and pay an advance payment equal to the Agreement price. This advance payment is reserved by the Seller until the Order is fulfilled and the Furniture specified in the Order is handed over to the Buyer.
2.4. The Buyer, by ordering Goods and confirming that he is familiar with these Rules, declares that he has the right to purchase Furniture on the Platform in accordance with the procedure provided for in these Rules, and confirms that he has provided correct data in the Order, including but not limited to Personal data.
2.5. The Order submission procedure established by the Seller gives the Buyer the opportunity to check and correct errors before submitting the Order for execution. The Seller recommends that the Buyer carefully check the Order submitted to the Seller for execution.
2.6. Once the Buyer submits an Order for fulfillment and completes the payment in accordance with the procedure specified in clause 1.3.4 of these Rules, the Seller sends a confirmation of the Order fulfillment to the email address provided in the Buyer’s Order or Account.
2.7. Once the Seller fulfills the Order, the Buyer is informed via the email address specified in the Order about the completion of the Order and the readiness of the Furniture for collection at the Seller's or Partner's premises.
2.8. Each Purchaser's Order is registered and stored in the Platform's database and can be viewed in the Purchaser's Account, as well as a notification of the completed Order together with an electronic VAT invoice for the amount of the Contract price specified in the Order is sent to the Purchaser to the e-mail specified in the Order. postal address.
2.9. The Seller reserves the right to reject the Order submitted by the Buyer to the Seller for execution or individual Furniture in the general Order, if it does not have the opportunity to manufacture specific Furniture and/or their parts, and immediately informs the Buyer about this via the e-mail specified in his Account or Order. by mail, and no later than within 14 (fourteen) calendar days, returns to the Buyer the advance payment of the amount of the Contract price, when:
- 2.9.1. The Seller does not have the opportunity to produce the Furniture specified in the Order due to the lack of materials and/or parts of the Furniture, fittings due to circumstances beyond the Seller's control;
- 2.9.2. due to a technical error of the Platform system related to the price of the Furniture indicated in the Order;
- 2.9.3. due to other objective and reasonable circumstances;
2.10. During the collection of Goods and their handover to the Buyer at the Seller's or Partner's premises, the Buyer or their representative, or a chosen transportation service provider and their representative, must inspect the packaging of the Furniture prepared for collection together with the Seller's representative and sign the handover-acceptance act for the Furniture specified in the Order. Once the Buyer signs the handover-acceptance act, it is deemed that the Furniture has been handed over in proper condition, without any damage not attributable to manufacturing defects, and without any discrepancies in the Furniture's composition (such discrepancies that could be identified during an external inspection of the Goods). If the Buyer or their representative notices that the Furniture packaging is damaged (e.g., crumpled, wet, or otherwise visibly damaged) and/or there are discrepancies in the Furniture's composition, they must note this in the handover-acceptance act in the presence of the Seller's representative and specify all identified damages and/or discrepancies during such inspection. If the Buyer fails to take these actions, the Seller is released from liability for any damages to the Furniture not caused by manufacturing defects and for any discrepancies in the Furniture's composition that could have been identified during an external inspection of the Furniture's packaging.
2.11. The Seller or Partner undertakes to store the Furniture manufactured according to the Buyer's Order for no longer than 14 (fourteen days) calendar days from the end of the Furniture pick-up deadline set in the Seller's notice to the Buyer about the fulfillment of the Order. If the Buyer does not pick up the Furniture specified in the Order within the time limit set in this point, the Seller or the Partner acquires the right to dispose of the furniture made according to the Buyer's Order and not collected by the Buyer, and to demand that the Buyer compensate the Seller for all the losses he suffered due to the disposal of such Furniture.
2.12. The Buyer confirms that they are aware that if they fail to collect the Furniture manufactured by the Seller or Partner in accordance with their Order within the deadline specified in the Seller's notification about the Order fulfillment, as stipulated in these Rules, they must pay the Seller a furniture storage/warehousing fee for each calendar day of delay, as specified in clause 7.2 of these Rules. However, this fee shall not exceed the storage period specified in clause 2.11 of these Rules. Upon the expiration of this period, the Seller reserves the right to dispose of the Furniture manufactured under the Buyer's Order but not collected in a timely manner.
2.13. The risk of accidental loss of furniture or its damage passes to the Buyer from the moment of handing over the Furniture to the Buyer or his representative providing Furniture transportation services to the Buyer.
2.14. Ownership of the Furniture specified in the Order is transferred to the Buyer from the moment of handing over the Furniture - the moment of acceptance and the moment of fulfillment of all his monetary obligations provided for in these Rules, including the payment to the Seller of the specified penalties, if applicable.
3. FURNITURE, THEIR PRICE AND PAYMENT PROCEDURE
3.1. All information about the Furniture, their accessories, and the price of the individual Furniture parts are indicated in the descriptions of the individual Furniture parts provided in the Platform environment "Design Tool". The photos of Furniture parts presented in the "Design Tool" platform environment are only illustrative and the colors, inscriptions, parameters, dimensions, sizes, functions, and/or any other features of the Furniture components indicated in them may look different from reality due to their visual characteristics, therefore In order to purchase Furniture, the Buyer should in all cases be guided by the information about the Furniture components, which is indicated in the descriptions of the Furniture components offered in the "Design Tool" environment of the specific Platform.
3.2. The price of furniture components in the Platform environment "Design Tool" is indicated in euros, including the amount of VAT and other taxes valid at the time according to the legislation, if applicable, and the discount applied to the price of Furniture components, if applicable, is also indicated.
3.3. The Buyer can pay for the Furniture by choosing one or more of the following methods when submitting the Order:
- 3.3.1. using electronic banking;
- 3.3.2. by bank transfer;
- 3.3.3. by credit or debit card;
- 3.3.4. in other ways specified in the Platform;
3.4. A third-party payment system Stripe is used to make customer payments on the Platform and to store credit or debit cards and related information. We use the services of the payment service provider Stripe to process your payment and store credit or debit card data and other related information.
3.5. The seller is not responsible for the actions and/or inaction of a third party - the provider of payment and related services. Buyers assume full responsibility for providing credit and debit card information to payment service provider Stripe.
3.6. By using the payment system Stripe operating on the Platform, Buyers agree to the terms of the payment system Stripe enters into a separate payment services agreement with Stripe payment system manager. By agreeing to these Rules, Buyers automatically agree to the Stripe Terms of Use and Stripe Privacy Policy.
4. FURNITURE QUALITY AND MANUFACTURER'S WARRANTY
4.1. The Seller or Partner guarantees that the Furniture offered for purchase on the Platform is of suitable quality, meets the European Union's requirements for the production and sale of furniture, standards, and technical conditions:
- 4.1.1. corresponds to the technical description of the characteristics and/or materiality of the Furniture, its parts and/or accessories, including fittings, provided by the Seller and has the same characteristics as the Furniture, its parts and/or accessories, including fittings, which the Seller provided as an example or model in the Platform's Project development environment "Design tool", offering to purchase these Furniture, their parts, and/or accessories, including fittings;
- 4.1.2. is suitable for the purpose for which this type of Furniture, its parts, and/or accessories, including fittings, are normally used;
- 4.1.3. corresponds to the quality indicators that are generally characteristic of Furniture of the same type, their parts, and/or their accessories, including fittings, and which the Buyer can reasonably expect based on the nature of the Furniture and the individual Furniture accessories manufacturer, his representative, Seller or Partner in public published statements, including advertising and labeling of items, regarding the specific properties and technical parameters of the item;
4.2. The seller is not responsible for the fact that the Furniture, their parts and/or accessories offered for purchase in the Platform Project development environment, including fittings, in the photos may not correspond to the actual size, shape, color or other parameters of the goods due to their size, shape, color or other parameters. Features of the display used by the buyer or other technical reasons. In order to purchase Furniture, their parts and/or accessories, including fittings, the Buyer should in all cases follow the information about the Furniture, their parts and/or accessories, including accessories, which is specified in the specific "Design Tool" offered in the Project preparation environment in the product description (for details, see p. 3.1 of the Rules).
4.3. The Seller or Partner provides a 12-month manufacturer's warranty for all Furniture manufactured by him, their parts, and/or accessories, including fittings, which is specified in the VAT invoice corresponding to the warranty sheet for the manufactured Furniture, and is calculated from the date of its presentation to the Buyer.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. The Buyer has the right to use the Platform and purchase Furniture on it in accordance with the procedure set out in these Rules and to demand from the Seller or Partner the fulfillment of the obligations assumed by these Rules.
5.2. By using the Platform, creating an Account, and purchasing the Furniture, their parts, and/or accessories, including fittings, offered on the Platform, the Buyer confirms that he is an able-bodied natural person operating for purposes related to his business, trade, craft or profession, and /or legally representing a legal entity and/or other third parties, on whose behalf and for whose benefit he acts, and undertakes:
- 5.2.1. provide your correct email address and contact phone number, other contact information that is necessary to use the Platform as a registered user or to formulate and submit an Order. It is prohibited to register an Account on the Platform or submit an Order using third-party data;
- 5.2.2. not to violate the obligations set forth in these Rules and not to abuse the Buyer's rights set forth in these Rules;
- 5.2.3. to use the Platform honestly and correctly, not to harm its work and stable operation and/or not to copy the content of the Platform, not to remove authors or trademarks from any copies of the content of the Platform, not to create an electronic or manually restored database based on the content of the Platform, not to host the content of the Platform on other websites, nor change the content of the document downloaded from the Platform;
- 5.2.4. not to use any automated means and/or additional computer equipment and/or software for viewing and/or saving data, as well as not to use any means for processing the content and/or design of the Platform and/or the Furniture, their parts, and/or or descriptions and photos of parts of fittings, or intended to copy, encrypt, reprogram, move, or redirect them in a way other than what is allowed by the functionality of the Platform;
- 5.2.5. protect the Buyer's login data from third parties, with the exception of persons authorized by the Buyer to represent the Buyer using the Platform and purchasing Furniture on it, and in the event of their loss or in the event that they become known to third parties and/or illegal disclosure, theft or illegal use of login data , immediately inform the Seller.
- 5.2.6. inform the Seller about any change of the Buyer's data provided for the purpose of registration on the Platform or update them independently in the Buyer's Account;
- 5.2.7. settle with the Seller for the Furniture and/or other additional services ordered on the Platform in accordance with the procedure set forth in these Rules;
- 5.2.8. inspect the purchased Furniture and make sure that the Furniture made by the Seller or the Partner meets the task specified in the Buyer's Project and Order before starting to use it, including its assembly, installation, etc. (for more details, see p. 2.10 of the Rules);
- 5.2.9. must comply with other obligations set out in these Rules and legal acts of the Republic of Lithuania.
5.3. The Seller undertakes to comply with the obligations set out in these Rules and to enable the Buyer to use the Platform properly, and to make every effort to ensure that the Platform works without interruptions and is always available to the Buyer.
5.4. The Seller undertakes to respect the privacy of the Buyers and to process their Personal Data in strict accordance with the requirements set forth in the legislation and the Privacy Policy approved by the Seller.
5.5. The Seller has the right, at its discretion, to temporarily limit or terminate the Buyer's use of the Platform and the purchase of Furniture, including by changing any information that the Buyer has provided on the Platform, or by canceling the Buyer's Account and prohibiting the Buyer from re-registering on the Platform, when:
- 5.5.1. The buyer violates these Rules and/or performs any other prohibited actions that contradict the laws of the Republic of Lithuania and/or good morals and ethical norms, or otherwise violates the rights of third parties;
- 5.5.2. The seller must carry out technical maintenance and/or updating of the Platform;
- 5.5.3. The Buyer, using the Platform, may cause (preventive) or cause damage to the Seller, his reputation, other buyers and/or third parties, and/or when it is necessary to defend the rights and legitimate interests of the Seller, other buyers and/or third parties;
5.6. The Seller has the right, without separate notice to the Buyer, to use third parties to perform any actions related to these Rules and/or the Agreement, as well as to transfer to third parties its rights and obligations arising from these Rules and/or the Agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. All intellectual property rights to the Platform and all its content, including the Project created in the environment of the Buyer's Platform, its content, that is, any information, data that becomes part of the Platform's database, belong to the Seller or the Seller legally uses the rights granted by third parties.
6.2. The Buyer agrees that, when using the Platform and/or Services, all content created by him, that is, any information, data that the Buyer enters into the Platform, will become part of the Platform database, and will be stored and used by the Seller for an unlimited period of time, except for, when these Rules and/or legal acts of the Republic of Lithuania provide otherwise.
6.3. The Buyer, using the Platform or Services and/or providing, entering or otherwise sending any information or data to the Platform, grants the Seller the following exclusive rights to such works, information and/or data free of charge, for an unlimited time and in an unlimited territory:
- 6.3.1. the right to reproduce, publish, publicly announce, make publicly available and distribute by selling, renting, providing for use or otherwise transferring ownership in any form or way;
- 6.3.2. the right to change or adapt, create derivative works from the information placed by the Buyer;
- 6.3.3. to use the contents of the Project in any other way, purposes and form, as well as to transfer such rights to a third party free of charge to the same extent;
7. RESPONSIBILITY OF THE PARTIES
7.1. The Parties are responsible for non-fulfilment or improper fulfillment of obligations in accordance with the procedure established by the legal acts of the Republic of Lithuania. Each Party is obliged to compensate the other Party for direct losses caused by its culpable actions.
7.2. The Buyer, who has not collected the Furniture specified in the Order within the period of 5 (five) calendar days, calculated from the date of submission of the order fulfillment notification to the Buyer, undertakes to pay the Seller 1% (one percent) of the contract price for the storage of the Furniture for each calendar day of the delay. /storage fee (non-payment), which is considered minimal, not separately provable and reasonable losses of the Seller or Partner.
7.3. The Buyer's obligations under the Agreement are secured by an advance payment of the amount of the Agreement price, which must be paid to the Seller no later than the date of the start of the execution of the Buyer's Order. The Seller has the right to use (set off) the amount of the Contract price paid by the Buyer as an advance payment for the following purposes:
- 7.3.1. to cover reasonable incurred direct losses of the Seller caused by the fault of the Buyer;
- 7.3.2. to cover the indemnities payable by the Buyer to the Seller for improper performance of the obligations set out in the Agreement and/or unjustified and illegal unilateral termination of the Agreement.
7.4. The Seller is responsible for the operation of the Platform and/or disruptions in the provision of Services and the resulting damage to the Buyer or third parties only if such damage was caused by the Seller's intentional actions.
7.5. The Seller is not responsible for the non-operation of the Platform and/or non-provision or improper provision of Services and/or damage caused to the Buyer, if this occurred due to the fault of third parties or due to circumstances that the Seller could not control and reasonably foresee, and prevent the occurrence of these circumstances or their consequences.
7.6. The Buyer understands and acknowledges that he is responsible for transferring his data, including Personal Data, to third parties. If the Platform and/or Services are used by a third party (using the Buyer's data), the Seller considers this person to be the Buyer and all related responsibilities rest with the Buyer.
7.7. The Seller is released from any responsibility in cases where the losses are caused by the fact that the Buyer did not familiarize himself with these Rules, the Privacy Policy, and/or other information provided to the Buyer in the Platform environment about the Furniture, their parts, offered in the Platform design environment "Design Tool", and/or descriptions of components, including fittings, or any other information, even though such an opportunity has been given to him.
7.8. The Seller's liability for the violation of the obligations set forth in these Rules and/or the Agreement is limited to the amount paid by the Buyer to the Seller prior to the violation of the Agreement, which in all cases cannot be greater than the amount of the Agreement price.
8. FINAL PROVISIONS
8.1. The parties may exchange information electronically, and such exchange of information will be considered appropriate and equivalent to written documents. All communications related to the use of the Platform and/or Services and/or the Agreement are carried out as follows: (i) The Buyer sends all messages, demands, requests and questions to the contacts indicated in these Rules, as well as in the Platform environment "Contacts" with the specified contact addresses; (ii) The Seller sends all notices and other information to the Buyer to the e-mail address specified by him, which is considered received by the Buyer 12 (twelve) hours after the moment of its sending.
8.2. The rules are drawn up in accordance with the legal acts of the Republic of Lithuania.
8.3. These Rules and relations between the Parties in relation to these Rules are applied and interpreted in accordance with the legal acts of the Republic of Lithuania.
8.4. All disagreements arising from the implementation of these Rules and/or the Agreement shall be resolved by negotiation. In case of failure to reach an agreement, disputes are resolved in accordance with the procedure established by the laws of the Republic of Lithuania in the court of the Republic of Lithuania.