[CHAPTER I: INTRODUCTORY PROVISIONS]
§ 3. Declarations
The Buyer declares that he/she: a) has familiarised himself/herself with the Seller's information on the restrictions on concluding Contracts with Purchasers who have the status of consumers; b) undertakes to inform the Seller at the conclusion of the Contract that he/she is entitled to ECR status - if the Buyer does not provide such information, the Seller is entitled to assume that the Buyer is not entitled to ECR status; c) has carefully read the description of the Product and all information concerning the Product provided by the Seller and raises no objections in this respect; d) has sufficient knowledge of the characteristics and intended use of the Products offered by the Seller; e) its economic and financial situation is stable and allows it to fulfil its financial obligations to the Seller under the Contract in a timely manner.
[CHAPTER II: CONCLUSION OF THE CONTRACT. ELECTRONIC SERVICES].
- Any information concerning the Products that is contained on the Seller's website, in particular at the Shop, or disseminated through other communication channels (e.g. social networks), does not constitute an offer within the meaning of the relevant provisions of the Civil Code.
- Due to the nature of his business and sales profile, the Seller, at any stage of concluding the Contract, is entitled to refuse to conclude the Contract if it is found that the Buyer has the status of a consumer within the meaning of Article 221 Civil Code. The use of a private TIN [tax identification number] by the Buyer does not result in the loss of the consumer status, therefore if the Seller finds out that the given TIN does not refer to an entrepreneur, the Seller is entitled to refuse to conclude the Contract.
- In the event that the Buyer is an entrepreneur conducting business activity on the basis of the Central Business Register and Information, and at the same time the Contract to be concluded would not be of a professional nature for him/her, he/she is obliged to declare (by including the relevant information in the "Additional notes to the Order") when concluding the Contract that he/she is entitled to the ECR status.
- In the event that the Buyer remains in delay with the fulfilment of his obligations towards the Seller under Contracts he has previously concluded with the Seller, the Seller may refuse to conclude the Contract with the Buyer – until all outstanding services, in particular the payment of the price and other charges, have been met.
- For the avoidance of doubt, the Seller indicates that: a) Contracts that concern the Sale of Products and are concluded with an ECR are Contracts obliging the transfer of ownership of the Product, to which the provisions of Chapter 5a of the Act of 30 May 2014 on Consumer Rights apply; b) Contracts that relate to the Sale of PDE and are concluded with ECR are Contracts obliging the transfer of ownership of the Product, to which the provisions of Chapter 5a shall apply and the provisions of Chapter 5b of the Act of 30 May 2014 on Consumer Rights shall not apply; c) Contracts that concern Electronic Services and are concluded with ECR may (but do not have to) be Contracts for the provision of digital content or digital services to which the provisions of Chapter 5b of the Act of 30 May 2014 on Consumer Rights apply.
[CHAPTER III: ORDERS AND CONTRACT PERFORMANCE]
- In this case, the Contract for a Similar Product is concluded; c) offer to deliver the Product to the Buyer at a later date, in which case the Contract is concluded but its performance takes place at a date agreed between the Parties.
§ 9. Release and collection of Products 1. The Seller shall release the Product indicated on the order form within the time limit specified on the Shop's website or directly by the Seller - subject to paragraph 2. In the case of Pre-Sales, the release of Products shall take place within the time limit specified by the Seller in accordance with § 7. 2. Where: a) The Seller does not have in stock the Products in the number or type indicated in the order form - the Seller shall inform the Buyer of the estimated time of delivery of the Product to the Buyer upon receipt of such information; b) The Parties have agreed on an individual date for delivery of the Product, tailored to the needs of the Buyer.
- The Seller is obliged to deliver the Product within the period agreed with the Buyer.
- If the Seller, for reasons beyond their control, e.g. for reasons attributable to suppliers, is unable to meet the deadline referred to in sections 1-2, they shall immediately inform the Buyer thereof. The Parties are obliged to agree on a new deadline for delivery of the Product to the Buyer - not longer than 180 (in words: one hundred and eighty) days, unless the Buyer agrees to extend this period.
- If the Buyer is obliged to pay the price (or an advance on the price) or other costs he is obliged to incur, e.g. shipping costs, before the delivery of the Product, the Seller shall be entitled to withhold performance of the Contract until the Buyer has paid all amounts due.
- The release of the Product takes place through: a) handing it over directly to the Buyer or to a person designated by the Buyer (personal collection); or b) delivery via a carrier (courier delivery).
- In the case referred to in paragraph 5 a, the Buyer is obliged to contact the Seller at least 1 (in words: one) day before the planned collection date in order to establish the exact date and time of collection by the Buyer or a person authorised by the Buyer.
- In the case of courier delivery, the Seller shall inform the Buyer that the Product has been prepared for shipment and that the shipment has been handed over to the carrier. The exact date and time of delivery of the Product shall be determined by the carrier, unless the carrier allows the Buyer to specify the exact date and time of delivery. If the carrier provides such functionality, the Seller shall provide the Buyer with the data necessary to monitor the transport of the Product, in particular a link to the carrier's website or to the carrier's application.
- In the event of special circumstances that were difficult to foresee at the time of agreeing the delivery date (e.g. difficult weather conditions, actions or omissions of third parties), the deadlines set out in section 7 may be extended by the duration of the obstacle to delivery.
- If the Buyer refuses to collect the Product, the Seller shall be entitled to deliver it to the place of dispatch indicated by the Buyer, at the Buyer's expense and risk.
- If the Product is not collected or the Buyer refuses to collect the Product and the Product is returned to the Seller, if any: a) The Buyer shall be obliged to compensate the Seller for any damage suffered by the Seller as a result of the failure to collect the Product, e.g. in the form of shipping costs paid by the Seller; b) The Seller shall set a deadline for the Buyer to collect the Product again, not exceeding 14 (in words: fourteen) days - after its ineffective expiry, the Seller shall be entitled to make a Sale of the Product to a third party and the Buyer shall cease to be entitled to release the Product by the Seller.
- Failure or refusal by the Buyer to collect the Product shall in no way affect the Seller's right to retain the price in full.
- If the consignment is delivered via a carrier, the Buyer is obliged to check the condition of the consignment in the presence of the carrier and in particular to ascertain that the consignment is not damaged or incomplete. If the Buyer fails to check the condition of the consignment, he shall not be entitled to any rights relating to damage to the consignment in transport, in particular the right to claim compensation from the carrier in accordance with the transport law. The receipt of the Product by the Buyer shall be confirmed by the signing of the consignment note (or any other confirmation document used by the carrier), drawn up in written or documentary form.
- The benefits and burdens associated with the Product, the danger of its accidental loss or destruction, as well as the liability and all risks associated with the Product shall pass to the Buyer upon: a) delivery of the Product to the Buyer or to a third party collecting the Product on the Buyer's behalf - - delivery of the Product to the Buyer or to a third party collecting the Product on the Buyer's behalf. in the case of direct collection by the Buyer; b) delivery to the carrier - if the parcel is delivered via a carrier; c) expiry of the deadline for collection of the Product by the Buyer - in the event that the Product is not collected or the Buyer refuses to collect the Product. 14.In the event that the subject matter of the Sale will be delivered by the Seller to the Buyer in parts (e.g. due to the availability of the Products on different dates, etc.), the provisions of this paragraph shall apply to each part separately.
[CHAPTER IV: PRICE AND OTHER SALES RECEIVABLES].
§ 10. Price and other costs 1. The Buyer is obliged to pay the Seller for the Product the agreed Price in the amount indicated by the Seller. The Seller reserves the right to vary the Price of the Product depending on the number of copies available, therefore: a) the same Product may be offered for Sale at different prices, depending on the number of pieces available; b) if the Buyer is interested in acquiring a Product at a certain price, when placing an order, the Buyer should not exceed the maximum number of pieces available at that price. 2. The Seller shall be entitled to grant discounts, reductions or other price preferences to the Buyer at its own discretion, in particular as part of an organised promotional action. The Buyer shall not be entitled to claim discounts, reductions or other preferences that do not result from a promotional action. 3. In each case of Product price reductions, the Seller shall, in addition to the information about the reduced Price, also provide information about the lowest Price of the Product, which was in force during the 30-day period before the reduction. If the Product is offered for Sale for a period of less than 30 days, the Selller shall also place, next to the information about the reduced Price, the lowest Price for the Product, which was in force during the period from the date the Product was offered for Sale until the date of the reduction. 4. If, between the conclusion of the Contract and the delivery of the Product to the Buyer, any circumstance beyond the Seller's control comes to light which affects the price increase, e.g. in the form of price increases by suppliers, the Seller shall notify the Buyer immediately. After the receipt of notification: a) The Buyer may agree to an increase in price, in which case he/she is obliged to pay the increased price; or b) The Buyer may refuse to accept the price increase and withdraw from the Contract in its entirety (if the Contract has not been fulfilled even in part) or withdraw from the Contract in the unfulfilled part (if the Contract has already been fulfilled in part). 5. In the case of courier delivery, the Seller shall inform the Buyer of the shipping costs via the carrier and the Buyer shall be obliged to pay these shipping costs in order to deliver the Product, subject to sec. 6. 6. The Seller, at its own discretion, is entitled to take over the obligation of the Buyer to cover the shipping costs, e.g. by means of individual agreements with the Buyer, an organised promotional campaign or placing information at the Shop that in the case of purchase of Products above a certain amount, the shipping costs are covered by the Seller. 7. In the event that this results from mandatory legal provisions, the Seller shall add value added tax to the price and other charges - at the applicable rate.
§ 11. Payment of price and other charges 1. The Selller shall inform the Buyer of the available payment methods, in particular through posting of information at the Shop. 2. The Buyer can make payments in particular by: a) by bank transfer to the bank account provided by the Selller; b) the use of the so-called fast payment option - via the ICT systems of external payment operators. 3. In the event that a particular payment method remains unavailable, e.g. due to a failure of the ICT systems, the Buyer is obliged to select another payment method. The unavailability of a particular payment method does not release the Buyer from his obligation to make payment by the agreed date. 4. Payment of the Price and any other charges payable by the Buyer shall, as a general rule, be made before the Seller delivers the Product, except where the Seller agrees to payment after delivery of the Product. 5. The Seller shall be entitled to require an advance payment of the Price by the Buyer - in particular in the event that the Contract concerns Products of significant value or the execution of the Contract requires the prior purchase of materials from suppliers. The advance payment shall be payable no later than within 7 (in words: seven) days from the date the Seller informs the Buyer of the need to pay the advance payment. 6. Payment of the Price and any other amounts payable by the Buyer shall be made on the basis of an accounting document issued by the Seller, in particular a VAT invoice. 7. The Buyer authorises the Seller to issue accounting documents, in particular VAT invoices, without the Buyer's signature. 8. The Buyer agrees to receive accounting documents, in particular VAT invoices, in the form of electronically, to the e-mail address provided. 9. The date of payment shall be the date on which the Seller's bank account is credited. 10. If the Buyer fails to meet the deadline for payment of the Price and other amounts due, the Seller shall be entitled to charge interest in accordance with the applicable legal provisions. 11. The Buyer shall not be entitled to set off any receivables to which he is entitled from the Seller against the Seller's receivables from the Buyer on account of the price or other receivables.
[CHAPTER V: OTHER REGULATIONS]
Rights and obligations of the Parties in connection with the Sale 1. In connection with the implementation of the Contract, the Parties undertake in particular to: a) cooperate closely with one another and exercise due diligence in the performance of their obligations under the Contract; b) amicably clarify doubts and resolve any disputes. 2. The Seller's obligations in connection with the performance of the Contract include, in particular: a) delivery of the Product in the agreed number and condition; b) providing the Buyer with all instructions, information and documents concerning the Product necessary for its correct use; c) providing the Purchaser with the warranty card, if included with the Product; d) providing the Buyer with technical support for the conclusion of the Contract (within reasonable boundaries). 3. The Seller at any stage of concluding or performing the Contract, as well as after its performance and expiry, shall be entitled to verify the Buyer's consumer status. If, after verification, it turns out that the Seller has concluded the Contract with a Buyer who has the status of a consumer, the Seller may refuse to perform the Contract and withdraw from the Contract for reasons attributable to the Buyer. 4. The Buyer may not assign any rights and obligations under the Contract to a third party without the Seller's written consent - including by way of assignment of receivables to a third party.
§ 14. Promotional and advertising purposes of the Seller 1. During the term of the Contract and after its termination, irrespective of the mode in which this occurs, the Seller, for promotional and advertising purposes relating to its business, shall be entitled to: a) the use the name, website address, non-trademark logo, trademarks belonging to the Buyer that are registered or will be registered in the future in favour of the Buyer with the Patent Office of the Republic of Poland, the European Union Intellectual Property Office in Alicante or with any other foreign office whose jurisdiction includes the registration of trademarks; b) the use of references given to the Selller by the Buyer. 2. The promotional and advertising purposes referred to in Paragraph 1 shall primarily include the posting of information about purchasers of Products on the Buyer's website, e.g. under the tab "Our Customers" (or a similarly named tab), as well as the posting of references that are provided to the Seller by Buyers. 3. In connection with paragraphs 1-2, the Buyer hereby consents to the use of his/her name, website address, non-trademark logos, trademarks in any advertising and promotional channels of the Seller, including in printed materials, on the Seller's website or social media, in the fields of exploitation that are necessary to achieve promotional and advertising purposes. 4. The provision of references by the Buyer to the Selller is subject to individual arrangements between the Parties, in particular with regard to the content of the reference and the identification of the person providing the reference. 5. In the event that the granting of a reference by the Buyer to the Seller requires the use of a work supplied by the Buyer, the Seller shall be entitled to use this work - in the fields of exploitation that are necessary to achieve promotional and advertising purposes.
[CHAPTER VI: PRINCIPLES OF LIABILITY]
§ 18. Replacement or repair of a non-conforming Product 1. If the Product is not in conformity with the Contract, ECR may demand its repair or replacement. 2. The Selller can: a) make a replacement when the ECR requests a repair, or b) make repairs when the ECR requests a replacement, if bringing the Product into conformity with the Contract in the manner chosen by the ECR is impossible or would require excessive costs for the Seller. 3. If repair and replacement are impossible or would require unreasonable costs for the Seller, the Seller may refuse to replace or repair in order to bring the Product into conformity with the Contract. 4. The ECR shall make the Product to be repaired or replaced available to the Seller and the Seller shall collect the Product at its expense. The costs of repair or replacement, including in particular the costs of postage, carriage, labour and materials, shall be borne by the Seller. 5. The Seller shall repair or replace the Goods within a reasonable time, not exceeding 21 days, from the moment the Seller is informed by the ECR of the Goods' non-conformity with the Contract, and without undue inconvenience to the ECR, taking into account the specific nature of the Product and the purpose for which the ECR purchased it.
§ 19. Reduction of the Price or withdrawal from the Contract in the case of non-conforming Product 1. If the Product is not in conformity with the Contract, the ECR may make a declaration to either reduce the Price or rescind from the Contract when: a) The Seller has refused to repair or replace the Product in accordance with § 18 (3); b) The Seller has failed to bring the Product into conformity with the Contract; c) The lack of conformity of the Product continues despite the fact that the Seller has tried to bring the Product to conform with the Contract; d) The lack of conformity of the Product with the Contract is so significant that it justifies a reduction in the Price or withdrawal from the Contract without prior recourse to the measures referred to in § 18 (1); e) It is clear from the Seller's statement or the circumstances that they will not bring the Product to conformity with the Contract within a reasonable time or without undue inconvenience to the ECR. 2. The reduced Price must be in such proportion to the Contract Price that the value of the non-conforming Product remains proportional to the value of the conforming Product. 3. The Seller shall reimburse the ECR the amounts due as a result of the exercise of its right to reduce the Price immediately, but no later than within 14 days of receipt of the ECR's statement on the reduction of the Price. 4. The ECR may not withdraw from the Contract if the lack of conformity of the Product with the Contract is immaterial. The lack of conformity of the Product with the Contract shall be presumed to be material. 5. If the lack of conformity concerns only some of the Products supplied under the Contract, the Consumer or ECR may withdraw from the Contract only in respect of those Products, and in respect of other Products purchased by the ECR together with the Non-Conforming Products, if the ECR cannot reasonably be expected to agree to retain only the Non-Conforming Products. 6. In the event of withdrawal from the Contract, the ECR shall immediately return the Product to the Seller at the Seller's expense. The Seller shall return the Price to the ECR immediately, but no later than within 14 days of receipt of the Product or proof of its return. 7. The Seller shall refund the Price using the same method of payment used by the ECR, unless ECR has expressly agreed to a different method of refund that does not incur any costs for the ECR.
§ 21. Force majeure 1. The Parties shall be exempted from liability for non-performance or improper performance of the Contract if the performance of the Contract has been affected by force majeure. 2. By the term force majeure, the Parties unanimously understand a sudden, external, unforeseeable event, beyond the control of the Parties, preventing the permanent or temporary implementation of the provisions of the Contract or a part thereof, which cannot be prevented or counteracted with due diligence, and in particular: a) natural disasters e.g. fire, flood, drought, earthquake, hurricanes, etc; b) local, national strikes; c) prolonged interruption of electricity supply; d) acts of state authority e.g. martial law, state of emergency; e) warfare, acts of sabotage and terrorism; f) blockades and embargoes regardless of their legal status; g) epidemics. 3. In the event of the occurrence of force majeure, the affected Party shall immediately, but no later than 7 (in words: seven) days from the date of the occurrence of the force majeure, inform the other Party in writing of the occurrence of the force majeure and the anticipated consequences for the performance of the Contract and, if possible, provide clear evidence of the occurrence of the force majeure. 4. The Parties shall immediately, but no later than 14 (in words: fourteen) days after receipt of the information referred to in subsection 3, agree on how to proceed with the implementation of the Contract.
[CHAPTER VII: WITHDRAWAL].
§ 22. Withdrawal from the Contract 1. The Seller shall be entitled to withdraw from the Contract with immediate effect for reasons of the Buyer's fault in the event of: a) the Buyer's delay in cooperating, which is necessary for the proper execution of the Contract, exceeding 14 (in words: fourteen) days; b) the Buyer's delay in the payment of the Price and other amounts due, exceeding 14 (in words: fourteen) days from the last day of the due date; c) taking any action in connection with the conclusion and performance of the Contract by a person who is not authorised to act for and on behalf of the Buyer; d) the Buyer's refusal to accept the Product at the agreed place and time; e) a delay in acceptance of the Product by the Buyer exceeding 14 (in words: fourteen) days from the last day of the period for acceptance; f) initiation of liquidation, bankruptcy, restructuring or other similar proceedings against the Buyer. 2. The Seller shall be entitled to withdraw from the Contract at any time with immediate effect and for reasons attributable to the Buyer if it transpires that the Buyer was entitled to consumer status at the conclusion of the Contract, of which the Buyer has not informed the Seller. 3. The Seller may withdraw from the Contract for reasons beyond the control of the Buyer, without having to give a reason, within 30 (in words: thirty) days of the conclusion of the Contract. 4. The Buyer shall have the right to withdraw from the Contract with immediate effect in the event of the Seller's delay in delivering the Product exceeding at least 90 (in words: ninety) days from the last day of the deadline for delivery of the Product, after setting an additional deadline for delivery of the Product of not less than 7 (in words: seven) days and its ineffective expiry. 5. The declaration of withdrawal from the Contract shall be made in writing under pain of nullity.
§ 23. Withdrawal from the Contract by the ECR 1. The ECR who has concluded a distance Contract with the Seller has the right to withdraw from the Contract without specifying the reasons within 14 days of the conclusion of the Contract. 2. Pursuant to Article 38a in conjunction with Article 38 Consumer Rights Act of 30 May 2014 (i.e. Journal of Laws 2020, item 287, as amended - hereinafter: u.p.k.), the Buyer who is an ECR is not entitled to withdraw from the Contract: a) for the provision of Electronic Services for which the Buyer is liable to pay the Price, if the Seller has performed the Service in full with the express and prior consent of the Buyer, who has been informed before the provision of the Service by the Seller that after the Seller's performance he/she will lose his/her right of withdrawal from the Contract, and has acknowledged this; b) in which the object of the performance is a non-refabricated Product, manufactured to the ECR's specifications or serving to satisfy its individualised needs; c) for the supply of Digital Content not delivered on a tangible medium, for which the ECR is liable to pay the Price, if the Seller has commenced performance with the express and prior consent of the Buyer, who has been informed prior to the commencement of performance that he will lose his right to withdraw from the Contract after the Seller has performed, and has acknowledged this, and the Seller has provided the Buyer with the confirmation referred to in Article 21(2) Consumer Rights Act. 3. In order to withdraw from the Contract, the ECR must inform the Seller of its decision to withdraw from the Contract by an unequivocal statement - for example, by a letter sent by post or email. 4. The ECR may use the model withdrawal form included as Annex 1, but this is not obligatory. 5. In order to comply with the withdrawal period, it is sufficient for ECR to send a communication concerning the exercise of its right of withdrawal before the expiry of the withdrawal period. 6. In the event of an effective withdrawal from the Contract, the Seller shall reimburse to the ECR all payments received from the Buyer without delay and in any event not later than 14 days from the day on which the Buyer was informed of the exercise of the right to withdraw from the Contract. The payment shall be reimbursed using the same means of payment as those used by ECR in the original transaction, unless ECR has expressly agreed otherwise. 7. If the ECR has used the Product beyond what is necessary to ascertain the nature, characteristics and functioning of the Product, the ECR shall be liable for the damage caused by the reduction in value of the Product. The Seller shall then be entitled to deduct from the Buyer's receivables an amount corresponding to the diminution in value of the Product.
[CHAPTER VIII: COMPLAINT PROCEDURE AND CONTACT DETAILS].
§ 25. Contact details 1. Contact with the Seller is possible in the following ways: 1) by e-mail: firstname.lastname@example.org; 2) by ordinary mail: ELTAP Spółka z ograniczoną odpowiedzialnością Sp.k., Mroczeń 203, 63-604 Baranów. 2. If a registered letter addressed to a Party is not collected, the correspondence sent to it shall be deemed effectively delivered on the last day on which collection was possible, unless the Party proves that, for reasons beyond its control, collection on time was not possible.