Terms of service
Online Store Terms and Conditions
MYZER VMT Sp. z o.o. — B2B
§ 1. General provisions and Seller details
These Terms and Conditions set out the rules for using the online store operated by the Seller, the rules for the provision of services by electronic means and the rules for the conclusion and performance of sales agreements in the B2B model.
The Store is intended exclusively for Customers who are businesses, i.e. legal persons, organisational units without legal personality to which the law grants legal capacity, and natural persons conducting business activity, concluding a Sales Agreement for a purpose directly related to their business or professional activity.
The Store does not sell to consumers or to natural persons conducting business activity who conclude a Sales Agreement not directly related to their business activity or where the content of the Agreement indicates that it is not of a professional nature for them.
The Seller and the Service Provider within the meaning of the Act on the Provision of Services by Electronic Means (ustawa o świadczeniu usług drogą elektroniczną) is:
MYZER VMT Spółka z ograniczoną odpowiedzialnością with its registered office in Bielawa, ul. Tkacka 17, 58-260 Bielawa, Poland, entered in the Register of Entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy) under KRS number: 0001130515, Tax ID (NIP): 8822149206, REGON: 529823278, registry court: District Court for Wrocław-Fabryczna in Wrocław (Sąd Rejonowy dla Wrocławia-Fabrycznej we Wrocławiu), 9th Commercial Division of the National Court Register, share capital: PLN 5,000.00, President of the Management Board: Artur Myziak, contact e-mail: myzer@myzer.pl, website: www.myzer.pl.
The Terms and Conditions are made available free of charge before the conclusion of the agreement for the provision of services by electronic means and before the conclusion of the sales agreement, in a manner enabling them to be obtained, reproduced and recorded.
Use of the Store constitutes use of services provided by electronic means. Placing an Order requires prior acceptance of the Terms and Conditions, the Privacy Policy and other documents or declarations indicated by the Seller before the conclusion of the Agreement, if they apply to the given Order.
§ 2. Definitions
For the purposes of the Terms and Conditions, the following terms shall have the following meanings:
Seller — MYZER VMT Spółka z ograniczoną odpowiedzialnością, described in § 1(4) of the Terms and Conditions.
Store — the online store operated by the Seller on the Shopify platform, available at www.myzer.pl or at another address indicated by the Seller.
Terms and Conditions — these B2B online store terms and conditions, setting out the rules for using the Store, the provision of services by electronic means, the submission of Requests for Quotation and Orders, the conclusion and performance of Sales Agreements, payment, delivery, acceptance of Products, complaints, the Seller's liability and other rights and obligations of the Parties.
Buyer — a legal person, an organisational unit without legal personality having legal capacity, or a natural person conducting business activity, concluding a Sales Agreement for a purpose related to its business or professional activity where that Agreement is of a professional nature for it, which uses the Store, creates an Account, or submits a Request for Quotation or an Order.
Consumer — a natural person performing a legal transaction with a business that is not directly related to their business or professional activity. The Store does not sell to Consumers.
User — a natural person using the Store on their own behalf or on behalf of the Buyer, in particular an employee, associate, member of a governing body, attorney-in-fact or other person acting on behalf of the Buyer.
Account — a functionality of the Store enabling the Buyer or User to use selected functions of the Store, in particular access to the Buyer's data, order history, individual trading terms, enquiries, documents or fulfilment status.
Product — a movable item offered by the Seller in the Store, in particular physical products in the field of intralogistics, warehouse equipment, marking and visual management.
Standard Product — a Product offered without individual configuration or manufacture according to the Buyer's specification.
Made-to-Order Product — a Product manufactured, assembled, modified, marked, personalised or configured according to the specification, drawing, dimensions, file, design, markings, technical parameters or other guidelines of the Buyer.
Order — a declaration of the Buyer submitted via the Store or in another manner accepted by the Seller, aimed at concluding a Sales Agreement.
Request for Quotation — an enquiry by the Buyer concerning a Product, availability, price, lead time, configuration, transport or an individual quotation, which in itself does not constitute an Order or an offer to conclude an Agreement, unless the Seller expressly decides otherwise.
Individual Quote — a quote prepared by the Seller for the Buyer, specifying at least the Product, the price, the validity period of the quote, the terms of payment and delivery and other material terms.
Agreement — the agreement for the sale of Products concluded between the Seller and the Buyer.
Net Price — the price of the Product excluding VAT.
Gross Price — the price of the Product including VAT at the applicable rate.
Working Day — a day from Monday to Friday, excluding public holidays in Poland.
Carrier — an entity professionally engaged in the carriage of goods, to which the Seller or the Buyer entrusts the delivery of the Product.
KSeF — the National e-Invoicing System (Krajowy System e-Faktur) referred to in the provisions on structured invoicing.
§ 3. B2B nature of the Store and status of the Buyer
The Store does not handle agreements which could be of a non-professional nature for a natural person conducting business activity. The Seller may make the conclusion of the Agreement conditional upon the submission of declarations and verification of B2B status and may refuse to conclude the Agreement in the event of doubt as to the professional nature of the transaction.
By creating an Account or submitting a Request for Quotation or an Order, the Buyer confirms that it is acting as a business or other entity participating in commercial dealings and that it is acquiring the Products for the purposes of its business, professional, statutory or organisational activity.
The Seller may verify the Buyer's status, in particular by requesting the business name, Tax ID (NIP), KRS number, number in the Central Register and Information on Economic Activity (CEIDG), EU VAT number, registered office address, delivery address, details of the person representing the Buyer and other data necessary to assess B2B status and to perform the Agreement.
The Seller may refuse to create an Account, activate an Account, accept an Order or conclude an Agreement if:
the Buyer fails to provide the data required to verify B2B status;
the data provided are untrue, incomplete or give rise to reasonable doubt;
the circumstances indicate that the Order is being placed by a Consumer;
the Order is inconsistent with the B2B nature of the Store;
the Buyer is in breach of the Terms and Conditions or the provisions of law.
The mere possibility of placing an Order in the Store does not mean that the Seller has accepted the Order, concluded the Agreement or confirmed the Buyer's status. The time of conclusion of the Agreement is set out in § 8 of the Terms and Conditions.
§ 4. Services provided by electronic means
The Seller provides the following services by electronic means via the Store:
enabling the content of the Store to be browsed;
enabling an Account to be created and used;
enabling Requests for Quotation to be submitted;
enabling Orders to be placed;
enabling communication with the Seller by means of contact forms;
enabling access to documents, Order history, invoices, fulfilment statuses or other data within the Account;
sending commercial information or the newsletter — where the relevant consent has been given.
The following are required in order to use the Store:
a device with Internet access;
an up-to-date web browser supporting JavaScript and cookies;
an active e-mail account;
the ability to read PDF documents or other commonly used document formats;
in the case of selected Shopify B2B functions — activation of a customer account in accordance with Shopify requirements.
The User shall use the Store in accordance with the law, the Terms and Conditions, good practice and the intended purpose of the Store.
The User is prohibited from providing unlawful content, in particular content infringing the rights of third parties, intellectual property rights, trade secrets, the provisions on combating unfair competition, the provisions on the protection of personal data or the security of ICT systems.
It is prohibited to take any action disrupting the operation of the Store, including supplying malicious software, automated data retrieval without the Seller's consent, circumventing security measures, testing system vulnerabilities without the Seller's consent and impersonating other persons or entities.
The agreement for the provision of the Store browsing service is concluded upon commencement of use of the Store and expires upon cessation of use of the Store.
The agreement for the provision of the Account service is concluded upon activation of the Account by the Seller or the Shopify system and is concluded for an indefinite period, unless the Seller specifies otherwise in the registration process.
The Buyer may cancel the Account at any time by sending a request to the Seller's e-mail address or by using the Account deletion function, if such a function is available.
The Seller may suspend or delete the Account if the Buyer or User is in breach of the Terms and Conditions, provides untrue data, uses the Account contrary to its intended purpose, compromises the security of the Store or has lost the status entitling it to use the B2B Store.
Complaints concerning services provided by electronic means may be submitted to the e-mail address: myzer@myzer.pl. A complaint should contain at least the details of the complainant, a description of the problem, the date on which the problem occurred and the complainant's request.
The Seller shall handle complaints concerning electronic services within 14 Working Days, unless the nature of the matter requires a longer period; in such a case the Seller shall inform the complainant of the expected date of response.
§ 5. Registration, Account and verification of the Buyer
Creating an Account may require the provision of the Buyer's data, in particular:
the business name or name of the Buyer;
the legal form;
Tax ID (NIP), KRS, CEIDG or EU VAT number — depending on the type of Buyer;
the registered office address;
the delivery address;
the details of the contact person;
the e-mail address;
the telephone number;
the data necessary for invoicing, delivery and B2B verification.
A business account is activated after positive verification of the Buyer's data by the Seller or the Seller's automated system. Verification may include, in particular, checking the Tax ID (NIP), registration data, VAT or EU VAT status and the consistency of the data provided at registration with public registers.
The Seller may use public registers and verification tools, in particular KRS, CEIDG, the register of VAT taxpayers, VIES or other sources, where this is necessary to verify the Buyer's data, assess B2B status, handle invoicing, prevent abuse or perform the Agreement.
The Buyer is responsible for the truthfulness, completeness and currency of the data provided in the Store. The Buyer should promptly update the data in the Account or inform the Seller of any changes.
A User acting on behalf of the Buyer declares that they are authorised to use the Store and to submit Requests for Quotation, Orders or other declarations on behalf of the Buyer, to the extent resulting from their role, power of attorney, position or the Buyer's rules of representation.
The Seller may request a document confirming the authority of the person acting on behalf of the Buyer, in particular a power of attorney, confirmation of employment, confirmation of an e-mail address in the Buyer's domain or other reasonable evidence.
Activation of the Account does not mean that the Buyer is granted a credit limit, deferred payment terms, individual prices, a guarantee of Product availability or an obligation on the part of the Seller to accept every Order.
§ 6. Product information
Information about the Products presented in the Store, including descriptions, photographs, visualisations, parameters, product data sheets, prices, availability and lead times, is for information purposes only and, in case of doubt, does not constitute an offer within the meaning of the Civil Code (Kodeks cywilny), but an invitation to conclude an Agreement.
The provision of paragraph 1 shall not apply if the Seller expressly designates the given information as an offer and specifies its material terms, in particular the Product, price, quantity, validity period and manner of accepting the offer.
Photographs, visualisations and graphics of the Products serve to present the Products. The actual appearance of the Product may differ from the presentation to the extent resulting from screen settings, the production batch, manufacturing technology, technical tolerances, material, method of assembly or individual configuration, provided that this does not affect the essential characteristics of the Product agreed in the Agreement.
Technical parameters, dimensions, load capacity, resistance, application, assembly instructions, standards, certificates, declarations of conformity or other specialist information shall be binding only to the extent expressly indicated in the Agreement, the Individual Quote, the technical documentation, the Product data sheet or a separate declaration of the Seller.
Before placing an Order, the Buyer should verify whether the Product is suitable for the intended application, working environment, storage conditions, occupational health and safety requirements, and the Buyer's technical and process requirements.
The Terms and Conditions do not replace operating instructions, assembly instructions, technical documentation, declarations of conformity, safety data sheets, test certificates or other product documents, if these are required for the given Product.
§ 7. Prices, VAT and additional costs
Product prices in the Store are stated as net prices, unless expressly indicated otherwise for the given price.
Product prices, including individual prices, are visible only after logging in to a verified business Account, provided that the Seller makes such functionality available to the given Buyer. The Seller may apply individual prices, discounts and trading terms assigned to a specific verified Account.
VAT at the rate applicable under the provisions in force is added to the Net Price.
The Product price does not include the costs of delivery, special transport, non-standard packaging, shipment insurance, assembly, installation, commissioning, training, design services or other additional costs, unless expressly indicated otherwise in the Store, the Individual Quote or the order acceptance confirmation.
Delivery costs and other additional costs are indicated in the order placement process or in the Individual Quote, provided that they can be calculated before the conclusion of the Agreement. If the costs cannot be calculated automatically, the Seller may make the conclusion of the Agreement conditional upon the individual confirmation of those costs by the Buyer.
The Seller may change Product prices, promotions, discounts, trading terms and Product availability. A change in prices shall not affect Agreements already concluded, unless the parties expressly agree otherwise.
In the event of an obvious pricing error, a system error, an incorrect Shopify configuration, an incorrect tax rate, incorrect availability or another obvious error in the Store, the Seller may refuse to accept the Order before the conclusion of the Agreement and propose to the Buyer the conclusion of the Agreement on the correct terms.
Individual prices are assigned to the given Account and do not constitute an offer to other entities.
Discounts, individual prices, promotional codes, special terms or individual price catalogues shall apply only to the extent and for the period indicated by the Seller.
§ 8. Placing Orders and conclusion of the Agreement
The Store may operate in one or more sales models:
the Shopify automated basket and checkout model;
the request for quotation and individual quotation model;
the model of an order placed via a B2B Account following prior activation of the Buyer;
a mixed model, in which some Products can be purchased via checkout and others require a Request for Quotation.
Standard Orders are placed via the basket and checkout of the Store and may be placed 24 hours a day, 7 days a week, subject to technical or maintenance breaks or failures. Larger, non-standard Orders or Orders requiring an individual quotation are handled by way of a Request for Quotation initiated via the Store, following which the Seller may present the Buyer with an Individual Quote by e-mail.
In order to place an Order via the Store, the Buyer should take the following technical steps:
select the Product, the quantity and — where applicable — the Product configuration;
add the Product to the basket or the enquiry form;
provide the Buyer's details, the User's details, invoicing details and delivery details;
select the delivery method, if available;
select the payment method, if available;
verify the Order summary;
correct any errors in the details, basket, quantities, address, delivery method or payment method;
accept the Terms and Conditions, the Privacy Policy and the required B2B declarations, as well as other documents indicated by the Seller before the Order is placed, if applicable;
click the button completing the Order process, the name of which should clearly indicate that the Order involves an obligation to pay, e.g. ‘Order with obligation to pay’.
Until the button completing the Order process is clicked, the Buyer may correct errors using the functions of the Store, in particular by changing the data in the form, changing the basket, returning to the previous step, removing a Product or interrupting the Order process.
After the Order has been placed, the Seller or the Shopify system may automatically send a message confirming receipt of the Order.
The Sales Agreement is concluded when the Seller sends the Buyer an e-mail containing express confirmation of acceptance of the Order for fulfilment or when the Buyer accepts the Seller's Individual Quote in accordance with its content.
If payment is collected before the conclusion of the Agreement and the Seller refuses to accept the Order, the Seller shall refund the payment received in a manner consistent with the payment channel used, subject to the limitations of the payment operator and accounting and tax obligations.
The issue of a pro forma invoice, the provision of a payment option, the making of a payment or the authorisation of a payment does not yet mean acceptance of the Order for fulfilment or conclusion of the Agreement if the Seller has not sent express confirmation of acceptance of the Order for fulfilment or the Individual Quote has not been accepted in accordance with its content.
The content of the Agreement is recorded by:
the Terms and Conditions in the version accepted by the Buyer;
the content of the Order;
the order acceptance confirmation or the Individual Quote;
the correspondence of the parties, insofar as it amends or clarifies the terms of the Agreement;
the invoice, delivery document or other accounting document, to the extent that it documents the performance of the Agreement.
The Seller makes the content of the Agreement available to the Buyer at least by sending an e-mail confirmation or by making the data available in the Account.
The language of the Agreement is Polish, unless the parties expressly agree on another language.
The Seller does not apply codes of good practice within the meaning of Article 66 (1) § 2 point 6 of the Civil Code (Kodeks cywilny), unless expressly indicated otherwise in the Store or the Individual Quote.
§ 9. Buyer's standard contract terms
Terms and conditions, general terms of purchase, general terms of order, purchasing policies, purchasing portal terms, contractual specifications or other standard contract terms of the Buyer shall not bind the Seller, unless the Seller has expressly accepted them in documentary, written or electronic form, clearly indicating that it accepts the given document as part of the Agreement.
The mere acceptance of an Order, performance of a delivery, issue of an invoice, commencement of production, failure to object to the Buyer's purchasing documents or use of the Buyer's purchasing portal shall not constitute acceptance of the Buyer's standard contract terms.
The Seller objects in advance to the incorporation into the Agreement of any provisions of the Buyer's standard terms that conflict with the Terms and Conditions, the Individual Quote, the order acceptance confirmation or the individual arrangements of the Parties.
§ 10. Retention of title to the Product
The Seller retains title to the Product until the Buyer has paid the full gross price for the Product and any other amounts due under the given Agreement, unless the Parties expressly agree otherwise or mandatory provisions of law provide otherwise.
Until the full price has been paid, the Buyer should store the Product in a manner enabling it to be identified as a Product subject to the Seller's retention of title and should protect the Product against loss, damage, destruction or seizure.
In the event of seizure of the Product by an enforcement authority, trustee in bankruptcy, administrator, court supervisor or third party, the Buyer should promptly inform that person of the Seller's retention of title and notify the Seller.
Retention of title does not preclude the passing to the Buyer of the risk of accidental loss of or damage to the Product at the time specified in the Terms and Conditions.
§ 11. Requests for Quotation and Individual Quotes
The Buyer may submit a Request for Quotation via the functionalities of the Store intended for contact or quotation. The Seller may also allow a Request for Quotation to be handled by way of e-mail correspondence.
A Request for Quotation does not constitute an Order or an offer to conclude an Agreement, unless the Seller expressly decides otherwise.
In response to a Request for Quotation, the Seller may:
provide information;
refuse to prepare a quote;
request that data be supplemented;
prepare an Individual Quote;
refer the Buyer to place an Order via the Store.
An Individual Quote shall be binding on the Seller only for the period indicated therein. If an Individual Quote does not indicate a validity period, it requires confirmation of its currency by the Seller before it is accepted.
Acceptance of an Individual Quote by the Buyer in accordance with its content results in the conclusion of the Agreement, unless the Individual Quote provides otherwise.
Acceptance of an Individual Quote with reservations, amendments, conditions or additions constitutes a new proposal of the Buyer and requires the express acceptance of the Seller.
In the event of any conflict between the Individual Quote and the information presented in the Store, the Individual Quote shall prevail.
§ 12. Payments, VAT invoices and KSeF
The available payment methods will be indicated in the Store, the Individual Quote or the order acceptance confirmation. They may include, in particular:
bank transfer;
online payment via an external payment service provider;
card payment;
BLIK, Przelewy24 or other local payment methods available in Shopify Payments;
payment on the basis of a pro forma invoice;
cash payment on personal collection - if such a form of payment has been made available for the given Order.
The Seller does not offer trade credit or deferred payment terms.
The Seller uses external payment providers and should not itself store full payment card data. Detailed rules for processing payments may result from the terms and conditions of the payment providers.
The date of payment shall be deemed to be the date on which the Seller's bank account is credited or the date on which successful payment is confirmed by the payment operator, depending on the payment method.
The Seller may commence fulfilment of the Order after receiving full payment, successful confirmation of payment by the payment operator or after the fulfilment of other payment conditions expressly indicated by the Seller for the given Order.
The Seller issues invoices in accordance with the applicable provisions of law, including via the National e-Invoicing System (Krajowy System e-Faktur), if such a method of invoicing is required on the date of issue of the invoice.
The Buyer shall provide the correct data necessary to issue the invoice, in particular the business name, Tax ID (NIP), address and other identification data required by law.
If the invoice is issued in KSeF, a document sent by e-mail, made available in the Account or provided in another form may be of an auxiliary or informational nature only.
If the Buyer is late with payment, the Seller may:
suspend the fulfilment of further Orders;
demand payment of interest and debt recovery costs to the extent permitted by law;
exercise other rights provided for in the Agreement or the provisions of law.
In the event of late payment, the Seller may demand statutory interest for late payment in commercial transactions, compensation for debt recovery costs and reimbursement of reasonable debt recovery costs exceeding the statutory compensation.
In the event of late payment, the Seller may suspend fulfilment of the Order, withhold the release of Products not yet released to the Buyer or make further fulfilment of Orders conditional upon prepayment.
The Buyer may not, without the prior consent of the Seller, withhold payment, make a unilateral set-off or reduce the amounts due to the Seller by its own claims, unless the Buyer's claim is undisputed or has been established by a final and binding court judgment.
§ 13. Delivery, acceptance and passing of risk
Products are delivered to the address indicated by the Buyer or in another manner agreed by the parties.
Products are delivered within the territory of the Republic of Poland and within the territory of the Member States of the European Union. The Seller does not make deliveries outside the territory of the European Union, unless an individual agreement concluded by the Parties expressly provides otherwise.
Delivery may be made, in particular, by courier, parcel shipment, pallet shipment, freight forwarding, the Seller's own transport or by personal collection, depending on the type of Product, its dimensions, the place of delivery and the arrangements of the Parties.
The Order lead time is calculated from the date on which all the conditions necessary to commence fulfilment have been met, in particular from the date of:
conclusion of the Agreement;
booking of the payment or obtaining authorisation of the payment, if prepayment is required;
acceptance of the design, file, dimensions, proof, visualisation or specification, if this concerns a Made-to-Order Product;
provision of the data necessary to fulfil the Order.
The lead times indicated in the Store or the Individual Quote are estimated lead times, unless the Seller has expressly confirmed the lead time as guaranteed.
In the relationship with the Buyer, the risk of accidental loss of or damage to the Product passes to the Buyer upon release of the Product to the Carrier, if the Product is to be sent via a Carrier.
In the case of delivery by the Seller's own transport, the risk of accidental loss of or damage to the Product passes to the Buyer upon release of the Product to the Buyer or a person acting on its behalf at the place of delivery.
The Buyer shall inspect the shipment at the time and in the manner customary for shipments of the given type, in particular check the condition of the packaging, the number of packages, any visible damage, the completeness of the delivery and its conformity with the transport document.
If damage, shortage, broken packaging or any other irregularity is found upon receipt, the Buyer should promptly:
draw up a damage report with the Carrier;
take photographic documentation;
retain the packaging;
notify the Seller at the e-mail address: myzer@myzer.pl;
provide the Seller with the documents needed to pursue claims against the Carrier.
Failure to perform the obligations indicated above may make it difficult or impossible to establish the liability of the Carrier or the Seller for transport damage.
If the parties agree on Incoterms, specialist delivery, dedicated transport, cargo insurance, unloading, carrying in, assembly or an installation service, such arrangements require express confirmation in the Individual Quote or the Agreement.
In the case of personal collection, the Product is released from the Seller's warehouse in Bielawa (58-260) at ul. Tkacka 17, after the collection date has been confirmed in advance by the Seller. Upon handover of the Product to the Buyer or a person acting on its behalf, the benefits and burdens associated with the Product and the risk of accidental loss of or damage to the Product pass to the Buyer.
The Buyer shall ensure the conditions for accepting the Product, in particular a correct delivery address, the presence of a person authorised to accept delivery, the possibility of unloading, access and the required unloading equipment, if needed.
If the Buyer delays in accepting the Product or fails to ensure the conditions for acceptance, the Seller may charge the Buyer the reasonable costs of storage, redelivery, waiting time, return of the shipment, insurance, administrative handling and other costs resulting from the failure to accept delivery.
§ 14. Liability of the Seller
1. The Seller shall deliver the Product to the Buyer free from defects.
2. The Seller and the Buyer, acting as businesses, to the extent permitted by law, exclude the Seller's liability under the statutory warranty (rękojmia) for physical and legal defects of the Product, provided that such exclusion shall not apply to defects fraudulently concealed by the Seller, damage caused intentionally or cases in which the exclusion or limitation of the statutory warranty would be impermissible under mandatory provisions of law.
3. The Seller grants a guarantee for the Product only where this expressly results from the Individual Quote, the order acceptance confirmation, the Product data sheet, a guarantee document or another express declaration of the Seller.
4. If the guarantee is granted by the manufacturer, importer, distributor or another third party, the Buyer's rights result from the content of that entity's guarantee statement, and the Seller does not become the guarantor, unless it expressly decides otherwise.
5. The scope of the guarantee, its duration, the claim procedure, the required documents, exclusions and the manner of performing the guarantee are set out in the relevant guarantee statement.
§ 15. Force majeure and circumstances beyond control
1. The Seller shall not be liable for non-performance or delay in the performance of the Agreement to the extent that it is caused by circumstances beyond the Seller's control which could not have been foreseen or prevented with due diligence.
2. Circumstances beyond the Seller's control may include, in particular: natural disasters, fires, floods, extreme weather conditions, epidemics, wars, armed operations, strikes, transport blockades, actions of state authorities, sanctions, embargoes, infrastructure failures, power outages, cyberattacks, Shopify failures, payment system failures, failures of accounting systems or KSeF, unavailability of components, manufacturer delays, supplier delays, Carrier delays and other supply chain disruptions.
3. The time limits for performance of the Agreement shall be extended accordingly by the duration of the impediment and the time needed to remedy its effects.
4. If, after the conclusion of the Agreement, there is a significant increase in the costs of materials, components, transport, energy, customs duties, taxes or other costs beyond the Seller's control, the Seller may propose a change to the price or the lead time. If the Buyer does not accept the change, the further manner of performance or the termination of the unperformed part of the Agreement shall require individual agreement.
§ 16. Complaints
1. The Buyer has the right to submit a complaint in the event of improper performance of the Sales Agreement by the Seller, in particular where defects in the Product are found or where Products of a different type or in a different quantity from that ordered by the Buyer are delivered.
2. A complaint shall be submitted by e-mail to the Seller's e-mail address indicated in the Store or the Terms and Conditions. A notification by telephone may serve information purposes only and does not replace the submission of a complaint.
3. The Buyer shall describe precisely what, in its opinion, the improper performance of the Sales Agreement by the Seller consists of, so that the complaint can be handled by the Seller without undue delay caused by the need to establish the reasons for the complaint and the Buyer's expectations. The Buyer shall provide detailed additional information concerning the Product at the Seller's request.
4. If handling the complaint requires quality testing of the Product complained about, the Buyer shall deliver to the Seller the complete Product which, in its opinion, has quality defects. Where the Product was sold as part of a set and the Seller considers it justified, the Buyer shall be required to deliver the entire set of which the Product complained about forms part.
5. If the Seller considers the complaint submitted to be justified, it may, at its discretion, carry out a repair, replace the Products with new ones free from defects, or decide to refund the price of the Product. A declaration of the Buyer setting out the expected manner of resolving the complaint shall not be binding on the Seller.
6. The complaints procedure set out in this paragraph is contractual in nature and does not mean that the Buyer is granted rights under the statutory warranty (rękojmia) to the extent that the Seller's liability under the statutory warranty has been effectively excluded or limited.
7. In the case of delivery via a Carrier, the Buyer should inspect the Products upon receipt, in particular for damage, shortages or broken packaging visible from the outside. If such irregularities are found, the Buyer should draw up a damage report or record reservations in the transport document. Failure to perform these obligations may make it difficult or impossible to establish the liability of the Carrier or the Seller for transport damage.
8. The complaint will be handled within 14 days of the date on which the Seller receives the complete complaint notification and, if handling the complaint requires examination of the Product or documentation - from the date of their delivery to the extent necessary to consider the complaint.
9. The complaint handling process ends with the Seller issuing a decision to uphold or reject the complaint submitted by the Buyer and notifying the Buyer of the content of that decision.
10. If the complaint submitted by the Buyer is upheld in whole or in part, the Seller shall notify the Buyer of the content of its decision by delivering to the Buyer a statement that the complaint has been upheld in whole or in part, information on the manner of resolving the complaint (e.g. by repair, replacement or refund of the sale price of the Products) and a correcting invoice documenting the reduction of the sale price of the Products, if the issue of such a correcting invoice is necessary.
11. For the avoidance of doubt, if the complaint submitted by the Buyer is upheld, the Buyer's acceptance of the content of the Terms and Conditions shall at the same time be deemed to constitute agreement on the conditions for the reduction of the taxable amount referred to in Article 29a(13) of the Act of 11 March 2004 on Goods and Services Tax (ustawa o podatku od towarów i usług).
12. If the complaint submitted by the Buyer is rejected in whole or in part, the Seller shall notify the Buyer of the content of its decision by delivering to the Buyer a statement that the complaint has been rejected in whole or in part.
13. The notifications referred to above shall be delivered by e-mail, in person by a representative of the Seller or in another manner agreed by the Parties.
§ 17. Returns
In the relationships covered by these Terms and Conditions, the Buyer does not have the statutory right to withdraw from an agreement concluded at a distance or the right to return the Product, unless mandatory provisions of law provide otherwise.
The Seller does not accept returns of Products as a standard right of the Buyer.
Any return of a Product may take place only following prior individual agreement with the Seller and only on the terms specified by the Seller, in particular as regards the time limit, the condition of the Product, the method of delivery, the costs of handling the return, transport costs and other return conditions.
The Seller's consent to a return is discretionary and one-off and applies only to the specific case.
The Seller may refuse to accept a return, in particular in the case of Products made to order, personalised, individually configured, imported to special order, damaged, used or incomplete.
If the Seller consents to a return, the Buyer shall carry out the return in accordance with the Seller's instructions. A breach of the agreed conditions may result in refusal to accept the return or an appropriate reduction of the amount to be refunded.
§ 18. Made-to-Order and personalised Products
Made-to-Order Products are manufactured, assembled, marked, personalised or configured on the basis of data, specifications, files, drawings, dimensions, designs, markings, parameters or other guidelines provided or accepted by the Buyer.
The Buyer is responsible for the correctness, completeness, lawfulness and suitability of the data and materials provided to the Seller for the manufacture of the Made-to-Order Product.
If the fulfilment of a Made-to-Order Product requires acceptance of a design, proof, visualisation, production file or specification, the Seller may suspend the commencement of fulfilment until the Buyer's acceptance has been obtained.
After the commencement of production, personalisation, cutting, marking, assembly, ordering of dedicated components or any other irreversible stage of fulfilment, the Buyer may not cancel the Order or demand the return of the Product for reasons other than a defect, improper performance or other liability of the Seller not excluded by the Terms and Conditions or mandatory provisions of law.
§ 19. Limitation of the Seller's liability in B2B
To the extent permitted by law, the Seller's liability towards the Buyer is limited to the actual loss incurred by the Buyer and does not include lost profits.
To the extent permitted by law, the Seller shall not be liable for:
production downtime;
loss of contracts;
loss of revenue;
loss of profit;
indirect, consequential or special damage;
the costs of substitute purchases;
loss of data;
the consequences of using the Product contrary to the documentation, intended purpose, instructions, good technical practice or the specification agreed with the Buyer.
To the extent permitted by law, the Seller's total liability for non-performance or improper performance of the Agreement is limited to the Net Price of the Product to which the claim relates and, if the claim relates to the entire Order - to the Net Price of that Order.
The limitations of liability shall not apply to damage caused intentionally.
The limitations of liability shall not exclude the Seller's liability to the extent that its exclusion or limitation is impermissible under mandatory provisions of law.
The Seller shall not be liable for the unsuitability of the Product for a purpose which the Buyer did not indicate to the Seller before the conclusion of the Agreement or which the Seller did not expressly accept as the agreed purpose of use of the Product.
The Seller shall not be liable for the consequences of incorrect, incomplete or outdated data, drawings, files, dimensions, markings, layouts, designs, requirements or specifications provided by the Buyer.
The Buyer shall cooperate with the Seller in the performance of the Agreement, mitigate the extent of any damage and promptly inform the Seller of any circumstances which may affect the performance of the Agreement.
§ 20. Intellectual property and Legal Notice
All content available in the Store, in particular texts, photographs, graphics, visualisations, Product descriptions, page layout, trade marks, logos, technical materials, product data sheets, files, configurations and databases, is protected by law, insofar as it is subject to protection under the applicable provisions.
Use of the Store does not transfer to the Buyer or the User any intellectual property rights to the content of the Store or to the Products, except for rights expressly granted in the Agreement, the Individual Quote, a licence or mandatory provisions of law.
The Buyer may use the materials made available in the Store only to the extent necessary to evaluate the offering, place an Order, use the Product or perform the Agreement, without the right to copy, distribute, modify, resell them commercially or use them to create competing materials.
If the Buyer provides the Seller with files, designs, markings, trade marks, layouts, drawings, process maps, visualisations, instructions or other materials, it declares that it has the right to use them and to instruct the Seller to use them for the purpose of performing the Agreement.
The Buyer grants the Seller a non-exclusive, royalty-free licence, limited to the duration and purpose of the performance of the Agreement, to use the materials provided by the Buyer to the extent necessary to prepare a quote, manufacture the Product, fulfil the Order, handle complaints, archive and protect against claims.
The Buyer shall indemnify the Seller against liability for third-party claims arising from the use of materials provided by the Buyer, if such claims result from the Buyer's lack of rights to those materials or their unlawfulness.
Detailed rules for the use of the content of the Store may be set out in a separate Legal Notice.
§ 21. Relationship between the Terms and Conditions, the Individual Quote and other documents
The Terms and Conditions set out the rules for using the Store, the provision of services by electronic means and the basic rules of B2B sales.
In the event of any conflict between documents, the following order of precedence shall apply, unless the Parties expressly agree otherwise:
a) an individual agreement signed or accepted by the Parties;
b) the Individual Quote accepted by the Buyer;
c) the confirmation of acceptance of the Order for fulfilment;
d) the Terms and Conditions;
e) the Product description in the Store;
f) other commercial communications.
An invoice, goods issue note (WZ), consignment note or other accounting or logistics document documents the performance of the Agreement and does not change its terms, unless the parties expressly agree otherwise.
Provisions individually agreed with the Buyer shall take precedence over the Terms and Conditions to the extent that they conflict with them.
§ 22. Personal data and cookies
The rules for the processing of personal data in connection with the use of the Store, the creation of an Account, the submission of Requests for Quotation and Orders, the performance of Agreements, payments, delivery and complaints are set out in the Privacy Policy.
The rules for the use of cookies and similar technologies are set out in the Privacy Policy, in particular in its provisions concerning cookies and similar technologies.
Acceptance of the Terms and Conditions does not replace the consents required under the provisions on the protection of personal data, the Electronic Communications Law (Prawo komunikacji elektronicznej) or other mandatory provisions of law.
§ 23. Amendments to the Terms and Conditions
The Seller may amend the Terms and Conditions for important reasons, in particular in the event of:
a change in the provisions of law;
a change in the functionality of the Store or Shopify;
a change in the process of placing Orders, payment, delivery, invoicing or KSeF;
a change in the product range, sales model or B2B service;
the need to clarify the provisions of the Terms and Conditions;
the need to increase the security of the Store, the Buyers or the Seller.
An amendment to the Terms and Conditions shall not affect Agreements concluded before the date on which the amendment enters into force, unless:
mandatory provisions of law provide otherwise;
the amendment is favourable to the Buyer and the Buyer accepts it;
the parties expressly agree to apply the new version of the Terms and Conditions.
The Seller makes the new version of the Terms and Conditions available in the Store.
In the case of Users holding an Account, the Seller shall give notice of the amendment to the Terms and Conditions by e-mail, by a message in the Account or in another manner adopted in the Store.
If the amendment to the Terms and Conditions concerns the Account service, which is of a continuous nature, the Buyer may cancel the Account if it does not accept the amendment to the Terms and Conditions.
§ 24. Confidentiality
If, in the course of negotiations, the submission of a Request for Quotation, the preparation of an Individual Quote or the performance of the Agreement, one party discloses information to the other party subject to confidentiality, the other party shall not disclose such information to third parties or use it for purposes other than the conclusion or performance of the Agreement.
Confidential information may include, in particular: pricing terms, discounts, designs, warehouse layouts, process maps, logistics data, production data, technical assumptions, and information on volumes, suppliers, customers, and organisational and technological solutions.
The confidentiality obligation does not apply to information:
that is publicly available without breach of the confidentiality obligation;
that was known to the party before it was received;
that was lawfully obtained from a third party without a confidentiality obligation;
the disclosure of which is required by the provisions of law, a court, an administrative authority, a tax authority, an auditor, an accountant, a lawyer or another professional adviser, provided that the disclosure is made to the extent necessary.
Detailed confidentiality rules may be set out in a separate NDA or in the Individual Quote.
The confidentiality obligation shall apply for the duration of the negotiations and the Agreement and for a period of 5 years after its performance, termination or expiry or the end of commercial talks, unless the Parties agree on a longer confidentiality period.
§ 25. Final provisions
The law governing the Terms and Conditions, the services provided by electronic means and the Agreements concluded by the Seller is Polish law.
In matters not regulated by the Terms and Conditions, the relevant provisions of Polish law shall apply.
Disputes arising from the Terms and Conditions, the use of the Store or the Agreements shall be resolved by the common court having jurisdiction over the Seller's registered office.
If any provision of the Terms and Conditions proves to be invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions of the Terms and Conditions. The Parties should replace such a provision with a valid and effective provision that comes as close as possible to the economic purpose of the provision being replaced.