Regulations

ELTAP Shop’s Terms of Use

[CHAPTER I: INTRODUCTORY PROVISIONS]

§ 1. General provisions

The terms of use of the ELTAP Shop (hereinafter referred to as the "Terms of Use") define the rules of concluding Contracts between the Seller and the Buyer, including the rights and obligations of the Parties, the scope of responsibility of the Parties and other terms of Contracts the subject of which are the Products offered by the Seller.
If no separate sales Contract has been concluded between the Seller and the Buyer, these Terms of Use of a framework nature, together with the order form, jointly constitute a sales Contract within the meaning of Article 535 § 1 of the Civil Code.
The Seller does not sell to consumers within the meaning of Article 221 Civil Code and therefore these Terms of Use do not apply to Buyers who are consumers.

§ 2. Definitions

Terms used in the Terms of Use mean the following:

electronic address - an "electronic address" shall mean the designation of an ICT system enabling communication by electronic means, in particular by e-mail;
Price - the value expressed in monetary units that the Buyer is obliged to pay to the Seller for the product;
working days- "working days" shall mean days from Monday to Friday, excluding public holidays;
order form - "order form" shall be understood as a document which specifies the most important parameters related to the purchase of Products by the Buyer, in particular the number and type of Products, price, deadline and method of payment; the order form is available at the Shop when placing an order;
working hours - by "working hours" is meant the hours from 8:00 to 16:00 on working days;
other receivables -"other receivables" shall be understood as all monetary benefits apart from the price, which the Buyer is obliged to pay to the Seller, in particular in the form of shipping costs, costs related to the execution of the Contract, damages, Contractual penalties, etc.
User account -"User account" shall mean an account created in the name and on behalf of the User at the Shop;
shipping costs - "shipping costs" shall be understood to mean the costs which the Buyer is obliged to incur in order to deliver the Products to the place indicated as the place of dispatch;
Buyer - the term "Buyer" shall mean an individual, legal person or organisational unit with legal capacity who concludes the Contract with the Seller and purchases Products;
Place of dispatch - "place of dispatch" shall be understood to mean the postal address or collection point indicated by the Buyer as the place where the Products should be handed over by the Seller;
Product - by "Product" is meant any movable item that the Buyer may purchase from the Seller in the course of the Seller's business;
Outlet Product - A product in respect of which the Buyer has not been notified that a specific feature of the product deviates from the typical requirements for conformity with the Contract, e.g. in terms of completeness, quality, functionality, etc;
Product with Digital Elements (PDE) - A product offered by the Seller, containing a Digital Content or Digital Service without which the Product cannot function properly. The Digital Content or Digital Services may be provided by the Seller or a third party;
Entrepreneur with consumer rights (ECR) - "Entrepreneur with consumer rights" is understood to be an entrepreneur who carries out a business activity on the basis of an entry in the Central Registration and Information on Business Activity, who wishes to conclude a Contract with the Seller directly related to his business activity, and at the same time the Contract is not of a professional nature for him;
Pre-Sale - "Pre-Sale" shall be understood as the process of collecting orders by the Seller for Products that will be available for Sale as of a certain date and concluding Contracts prior to the planned date of introduction of the Products for Sale;
collection point - "collection point" shall be understood to mean a service point, operated by a third party, in particular a carrier, to which parcels may be delivered for subsequent collection by the addressee;
Shop - the term "Shop" should be understood as an ICT system belonging to the Seller, which is available at the electronic address https://b2b.eltap.com;
Seller - the term "Seller" shall mean ELTAP Spółka z ograniczoną odpowiedzialnością Sp.k., Mroczeń No. 203, 63-604 Baranów, registered in the National Court Register by the District Court Poznań - Nowe Miasto and Wilda in Poznań, 9th Economic Division of the National Court Register, under KRS number: 0000819333, NIP[TIN]: 6192050823, REGON: 385100074, share capital: PLN 10,000;
Parties - by "Parties" is meant the Seller and the Buyer;
Digital Content - data produced and delivered in digital form;
Contract - "Contract" should be understood as a sales Contract concluded between the Seller and the Buyer, the content of which depends on the types and number of Products, the agreed price, payment terms, shipping method, etc., or a Contract for the provision of Electronic Services withat the Shop;
Digital Services - services that allow the Buyer for:

production, processing, storage or access to data in digital form;
shared use of digital data which has been uploaded or created by the Buyer or other users of the Digital Service;
other forms of interaction through digital data;

Electronic Services - "Electronic Services" shall mean all electronic services provided by the Seller to the Buyer via the Shop.

§ 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].

§ 4. General provisions concerning the Contract

Before concluding a Contract, the Buyer is obliged to familiarise himself with the Seller's information on Electronic Services, Products, including descriptions of Products, specification of Products and provisions of the Terms of Use. The conclusion of a Contract means that the Buyer has fulfilled the above requirements.
Prior to the conclusion of the Contract, each Buyer shall be provided with a free opportunity to familiarise himself with the content of the Terms of Use in a manner which makes it possible to acquire, reproduce and record their content by means of the ICT system used by the Buyer or by other means.
The Buyer shall be bound by the provisions of the Terms of Use if they have been made available to him in the manner described in sec. 2.
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.

§ 5. Electronic Services

The Seller provides Electronic Services to the Buyer via the Shop. In order to use the Shop, it is not necessary for the Buyer's computer or other device to meet any specific technical conditions. These are sufficient: a) Internet access, b) standard operating system, c) standard web browser, d) having an active e-mail address.
Should the use of the Product or PDE require the fulfilment of additional technical conditions other than those indicated in paragraph 3, the Seller shall inform the Buyer thereof prior to placing the order, e.g. by including the technical requirements in the description of the Product or PDE.
The basic Electronic Service provided to the Buyer by the Seller is to enable the Buyer to place an order at the Shop leading to the conclusion of a Contract with the Seller. Placing an order is not possible without creating a User account at the Shop.
In connection with the need to create a User account at the Shop, the Seller also provides the Buyer with an Electronic Service consisting of creating and maintaining an account at the Shop. In the account, the Buyer's data and history of orders placed by him/her at the Shop are stored. The Buyer logs in to his/her User account using his/her e-mail address and the password he/she has defined.
In order to create a User account, the Buyer should send a request to the Seller for the creation of the User account. The Seller shall set up the User account within 14 (in words: fourteen) days from the date of receipt of the request at the latest, with the proviso that the Seller may refuse to set up a User account for important reasons, e.g. due to previous blocking or deletion of a User account, delays in payment by the Buyer, etc.
The Buyer may delete the User account at any time by sending an appropriate request to the Seller. The deletion of the User's account shall not cause the deletion of the data on orders placed using the User's account.
It is forbidden to provide unlawful content when using the Shop, in particular by sending such content via the forms available at the Shop.
The Seller shall be entitled to block the User's account or permanently delete the User's account in the event that the Buyer is found to be in breach of the Terms of Use.
If the Buyer decides to subscribe to the newsletter, the Seller also provides the Buyer with an Electronic Service consisting of sending the Buyer e-mails containing information about the Seller's news, promotions, products or services. Subscription to the newsletter takes place by completing and submitting the newsletter subscription form or by ticking a relevant checkbox in the ordering process. The Buyer may unsubscribe from the newsletter at any time by clicking on the unsubscribe button visible in each message sent as part of the newsletter or by sending a relevant request to the Seller.
Electronic Services are provided to the Buyer free of charge. However, Contracts concerning the Sale of Products, which are concluded through the Shop, are chargeable.
In order to ensure the security of the Buyer and the transfer of data in connection with the use of the Shop, the Seller shall take technical and organisational measures appropriate to the degree of security risk of the Electronic Services provided, in particular measures to prevent the acquisition and modification of personal data by unauthorised persons.
The Seller takes steps to ensure the fully proper functioning of the Shop. The Buyer should inform the Seller about any irregularities or interruptions in the functioning of the Shop.
As the Shop is an ICT system managed by the Seller, the Seller may carry out technical and ICT work aimed at developing the Shop and providing Electronic Services at the highest possible level.
As part of the development of the Shop, the Seller may in particular: a) add new functionalities and change or delete existing functionalities withat the Shop; b) introduce the Shop on a different type of device, e.g. on mobile devices; c) make a Shop-related application available.

[CHAPTER III: ORDERS AND CONTRACT PERFORMANCE]

§ 6. Placing an Order

For the purpose of concluding a Contract via the Shop, the following is necessary: a) creating a User account and logging into the User account; b) adding the selected Product to the shopping basket; c) filling in the order form with the necessary data and information, e.g. Buyer's details, place of dispatch, method of payment, etc., in accordance with the instructions on the order form; d) acceptance of the Terms of Use and confirmation that you have read the Privacy Policy – with the corresponding checkbox; e) confirmation of the order form in its entirety and sending it to the Seller.
For Products that are Outlet Products, an additional condition for placing an order is to check the checkbox stating that the Buyer consents to purchasing a defective Product.
The order form submitted by the Buyer in the manner described in section 1 constitutes the Buyer's offer for the selected Product, which the Buyer submits to the Seller. The Seller confirms receipt of the order form by sending an automatically generated e-mail message to the electronic address provided by the Buyer.
Upon receipt of the order form referred to in paragraph 3, the Seller shall, within 10 (in words: ten) days at the latest: a) accept the offer made by the Buyer by accepting the order for execution, or b) refuses the Buyer's offer by sending information about the refusal of the order (e.g. by informing about cancellation of the order, non-availability of the Products, etc.).
In the case referred to in sec. 4(a), a Contract is concluded upon delivery of the Seller's statement of acceptance of the order to the Buyer, while in the case referred to in sec. 4(b) - no Contract is concluded. If the reason for the refusal to conclude a Contract is the Buyer's status as a consumer, the Seller shall inform the Buyer about it.
Confirmation by the Seller that they are proceeding with the order placed (e.g. by informing about the order being forwarded for processing, change of order status in the system) is tantamount to a declaration of acceptance of the Buyer's offer.
If the Buyer submitted an order form before the stock was updated at the Shop, and after the stock update it turned out that the Product to which the order referred is no longer available, the Seller may: a) inform the Buyer that the order cannot be fulfilled and that it is not possible to conclude the Contract, in which case the Contract shall not be concluded; b) offer the Buyer another Product with similar characteristics to the unavailable Product

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.

Once a Contract has been concluded via the Shop, the Seller proceeds immediately to perform the Contract, with the proviso that the Seller may withhold performance in cases specified in the Terms of Use, in particular when the Buyer is obliged to perform certain actions, e.g. in the case of advance payment.

§ 7. Pre-Sale

The Seller, in relation to certain types of Products, may or may not arrange a Pre-Sale.
Products included in the Pre-Order are clearly marked withat the Shop as Products available for Pre-Order. On the page of such a Product, the Seller shall include information as to which date the Product is likely to be available and from which date the Products are likely to be dispatched.
The Seller reserves the right to change the deadline referred to in sec. 2, in particular as a result of delays by suppliers in supplying the materials needed to create the Products. The Seller will inform the Buyers of any changes to the deadlines related to the Pre-Sale by posting information at the Shop and by sending an e-mail to the address provided by the Buyer.
For the purpose of concluding Pre-Sale Contracts, the provisions of § 6 sections 2-5 shall apply respectively.
In the event that it is not possible to sell the Product on the Terms of Use stipulated in the Pre-Sale (e.g. suppliers fail to deliver the appropriate quantity or types of materials, there is an increase in the price of materials, etc.), the Seller shall inform the Buyer of these circumstances. If the performance of the Contract is impossible in light of the circumstances, the Seller shall have the right to withdraw from the Contract.

§ 8. Sale of Products

On the basis of the Contract, the Seller disposes of the Product specified in the order form and the Buyer acquires it for the Price specified in accordance with the Terms of Use. In addition, the Seller undertakes to deliver and the Buyer undertakes to take delivery of the Product.
The disposal of a Product as referred to in sec. 1 shall include its disposal together with its components and attachments, if the Product contains components or attachments.
The Seller undertakes to provide the Buyer with all descriptions, instructions for use and other documents that have been enclosed with the Product by the manufacturer as documentation for the Product.
Ownership of the Product shall pass to the Buyer upon payment by the Buyer of the price in full and payment of any other charges to be borne by the Buyer, and receipt of the Products by the Buyer, either personally or by a carrier. Both of these prerequisites must be fulfilled together.

§ 9. Release and collection of Products

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.
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

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.
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.
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.
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).
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.
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.
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

The Selller shall inform the Buyer of the available payment methods, in particular through posting of information at the Shop.
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.
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.
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.
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.
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.
The Buyer authorises the Seller to issue accounting documents, in particular VAT invoices, without the Buyer's signature.
The Buyer agrees to receive accounting documents, in particular VAT invoices, in the form of electronically, to the e-mail address provided.
The date of payment shall be the date on which the Seller's bank account is credited.
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.
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]

§ 12. Rights and obligations of the Parties in connection with the Sale

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.
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).
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.
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.

§ 13. Intellectual property rights

The Shop and all materials available at the Shop, in particular source code, text, layout, graphics, icons, images, photos, logos, video, audio, databases, etc., as well as any other content posted by the Seller may constitute protected intangible property, hereinafter referred to as "Intangible Property" - and be protected in accordance with the applicable intellectual property laws. The Buyer undertakes not to infringe the Intellectual Property Rights in respect of such Intangible Property throughout the term of the Contract and thereafter, under penalty of liability for damages as provided by the relevant legislation.
On the basis of the Terms of Use, the Operator grants the Buyer a non-exclusive licence to use the Intangible Property to the extent necessary for the proper use of the Shop.
The licence referred to in paragraph 2 shall be granted for the duration of the use of the Shop, in the territory where the Buyer has a registered office or place of business.
The Buyer may not grant further licences (sub-licences) to third parties.
The Buyer may not transfer the rights under the licence granted to third parties without the Seller's written consent.
Subject to the provisions on permitted use, it is strictly prohibited for the Buyer to use the following without the Seller’s consent: a) permanent or temporary multiplication (reproduction) of the Intangible Property, in whole or in part by any means and in any form; b) making any corrections, modifications to sources and changes in the structure of Intangible Property; c) the use of Intangible Property and parts, fragments or versions thereof in other software or work; d) creating software similar to the Shop, which could constitute a development of the Shop; e) reproduction, decompilation, disassembly and any other activities that will lead to the source code being obtained in violation of applicable laws; f) resell, distribute, lend, lease, rent, give for payment or free of charge to third parties the Intangible Property, their copies, any modifications and documentation; g) use the Intangible Property in any business or professional activity, in particular in competition with the Seller's activity; h) perform any acts of disposition of rights in the Intangible Property for the benefit of third parties.
The licence will be granted when the Buyer accesses the Intangible Property necessary for the use of the Shop. The licence will expire when the use of the Shop is terminated, regardless of the mode in which this occurs.
The Operator reserves the right to implement safeguards for the Intangible Property against unauthorised actions of the Buyer, e.g. by marking copies of the Intangible Property with unique codes or the Buyer's data.
The Buyer undertakes to respect the intellectual property rights of third parties. 10.In case of any doubts related to the intellectual property rights and the scope of the licence granted, the Buyer should immediately contact the Seller. If the Buyer intends to use the Intangible Goods in any way in his business or professional activity, he/she is obliged to obtain a paid licence from the Seller under the terms of the Seller's licensing policy.

§ 14. Promotional and advertising purposes of the Seller

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.
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.
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.
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.
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.

§ 15. Opinions

The Seller may make available to Purchasers the possibility of posting opinions about the Shop, the Seller or Products - withat the Shop or external services belonging to third parties. In such a case, the provisions of this paragraph shall apply to the posting of opinions.
The posting of an opinion is possible after the use of the Shop, in particular after the conclusion of a Contract, and the posting of an opinion is possible at any time.
The Buyer should formulate opinions in a fair, honest and factual manner, as far as possible linguistically correct and without using vulgarisms or other words commonly regarded as offensive.
The posting of opinions is prohibited: a) without prior use of the Shop; b) on Products which the Buyer has not used or purchased, c) when fulfilling the elements of an act of unfair competition within the meaning of Article 3 of the Act of 16 April 1993 on combating unfair competition; d) which infringes the personal rights of the Seller or a third party; e) by paying users, in particular with a view to artificially increasing or lowering the Product evaluation.
The Seller may verify at any time whether the posted opinions comply with these Terms of Use, and in particular whether they come from Buyers who have actually used the Product or purchased the Product. In addition, if the Buyer has any doubts about the posted opinions, the Buyer may submit the opinion to the Seller for verification. Upon receipt of a notification from the Buyer, the Seller shall take measures, appropriate to its capabilities, aimed at verifying the posted opinion.
If an opinion is posted which does not meet the requirements set out in these Terms of Use, the Seller may refuse to publish the opinion or remove it.

§ 16. Personal data

Information regarding the processing of the personal data of Buyers who are natural persons and persons with the assistance of whom the Buyer executes the Contract (e.g. contact persons) is presented in a separate document entitled "Privacy Policy". "Privacy Policy", which the Seller makes available to the Buyer at the web address b2b.eltap.com.
The Purchaser undertakes to provide the document referred to in subclause 1 to its employees, Contractors and other persons employed by it if it provides the Seller with their personal data for the purpose of performing the Contract (e.g. for the purpose of contact between the Parties).
The Buyer, when using any personal data belonging to third parties for the performance of the Contract, is obliged to ensure that the use of such data is carried out in accordance with the law and, in particular, that those to whom the data belongs are duly informed of its use.
If the Buyer uses personal data belonging to third parties, the Seller is entitled to assume that the use of such personal data is lawful.
Where: a) The Purchaser shall fail to duly fulfil the obligations set out in sec. 2; b) The Buyer unlawfully uses personal data belonging to third parties, and the Seller incurs any liability (civil, administrative) for this reason, the Buyer may be obliged to compensate the Seller for the damage caused - in particular by reimbursing the Seller for any documented costs, including administrative fines.

[CHAPTER VI: PRINCIPLES OF LIABILITY]

§ 17. Warranty for defects and liability for the conformity of the Product with the Contract

The warranty for defects in the Products, as referred to in the provisions of the Civil Code, is excluded in the case of Contracts for the Sale of Products which are concluded by Buyers other than ECR.
The Buyer shall be entitled to a warranty which is granted by the Seller as guarantor in respect of the Product in question. The types of warranty, the period for which it is granted and the rights to which the Buyer is entitled under the warranty are specified in the warranty card which is attached to the Product, with the proviso that the period of the warranty granted may not exceed 2 (in words: two) years.
To Contracts for the Sale of Goods that are concluded by ECR, the provisions on liability for the conformity of the Product with the Contract that are contained in the Consumer Rights Act shall apply, taking into account the following provisions of the Terms of Use. Where the Electronic Services provided by the Seller are at the same time Digital Services, the Seller shall be liable for the compliance of the Digital Services with the Contract under the terms of Chapter 5b of the Consumer Rights Act.
The Seller is responsible to ECR for the conformity of the Product with the Contract. Conformity of the Product with the Contract shall be assessed in accordance with the provisions of the Consumer Rights Act.
The Seller shall be liable for any lack of conformity of the Product with the Contract existing at the time of delivery and discovered within two years of that time, unless: a) The shelf life of the Product, as determined by the Seller, its legal predecessors or persons acting on their behalf, is longer; b) The Contract relates to an Outlet Product where the Buyer has expressly agreed to acquire the Outlet Product.
In the case of PDE, the Seller shall be liable for the non-conformity with the Contract of the Digital Content or Digital Services supplied on a continuous basis, which has occurred or become apparent at the time when, according to the Contract, they were to be supplied, but for no less than two years after the delivery of the PDE.

§ 18. Replacement or repair of a non-conforming Product

If the Product is not in conformity with the Contract, ECR may demand its repair or replacement.
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.
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.
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.
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

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.
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.
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.
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.
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.
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.
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.

§ 20. Liabilities of the Parties

The Buyer shall be liable to the Seller for non-performance or improper performance of the Contract, and in particular shall be liable for: a) failure to inform the Seller prior to the conclusion of the Contract of the Buyer's entitlement consumer status; b) failure to pay the price and other amounts due to the Seller on time; c) unreasonable refusal to accept or delay in accepting the Product; d) failure to co-operate or inadequate co-operation in concluding or performing the Contract; e) infringement of intellectual property rights held by the Seller or a third party.
In the event that the Seller suffers damage, understood as actual loss or lost benefits within the meaning of Article 361 of the Civil Code, as a result of non-performance or undue performance of the Contract by the Purchaser, the Seller shall be entitled to claim from the Purchaser in particular reimbursement of all documented costs he has incurred in connection with an act or omission of the Purchaser or the person referred to in sec. 3, primarily the costs of legal services, ICT services and transport services. If the Buyer, at the stage of concluding the Contract, conceals from the Seller that he/she concludes the Contract having the status of a consumer, the Seller shall be entitled to claim from the Buyer reimbursement of all costs incurred by the Seller, not knowing that they conclude the Contract with a Buyer having the status of a consumer.
Subject to the limitations of liability provided for in the other provisions of the Terms of Use, the Seller shall not be liable for: a) malfunctioning of Electronic Services or parts of them for reasons attributable to the Buyer or a third party, e.g. unsuitable equipment for technical requirements, failure to secure the Buyer's computer or inadequate security, viruses etc.; b) it is not possible to perform the Contract concluded in the context of the Pre-Sale for reasons beyond our control of the Seller; c) unsuitability of the Products for the purpose intended by the Buyer; d) the consequences of use of the Products by the Buyer or by third parties; e) the consequences of unauthorised interference with the Products by the Buyer or third parties; f) damage and destruction resulting from the misuse of the Products by the Buyer; g) damages resulting from the delay in taking delivery of the Products; h) the acts and omissions of the carrier delivering the Products; i) loss, damage or destruction of the consignment containing the Products - if the consignment is lost, damaged or destroyed in transit, the carrier shall be solely responsible; j) damages resulting from the Seller's failure to perform the Contract for reasons attributable to the Buyer; k) the consequences of the Buyer's failure to comply with the provisions of the Terms of Use; l) provision of incomplete, incorrect or inaccurate data, including VAT invoice and contact details; m) the effects of force majeure; n) termination of the Contract for reasons attributable to the Buyer.
The Selller is not liable for damages in the form of lost profits within the meaning of Article 361 Civil Code.
The total liability of the Seller for non-performance or undue performance of the Contract shall be limited to wilful damage. The Seller shall not be liable for damage caused unintentionally or by gross negligence.
If the Seller withdraws from the Contract for reasons attributable to the Buyer, the Buyer shall not be entitled to any claims for damages against the Seller.
Any limitations and exclusions of liability provided for in these Terms of Use shall not apply to damage in respect of which liability cannot be excluded or limited in accordance with mandatory legal provisions.

§ 21. Force majeure

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.
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.
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.
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

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.
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.
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.
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.
The declaration of withdrawal from the Contract shall be made in writing under pain of nullity.

§ 23. Withdrawal from the Contract by the ECR

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.
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.
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.
The ECR may use the model withdrawal form included as Annex 1, but this is not obligatory.
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.
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.
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].

§ 24. Complaint procedure

If it is found that the Contract is not being performed in accordance with the provisions of the Terms of Use, the Buyer may lodge a complaint.
A complaint can be made by sending the complaint in writing, preferably by registered post - to the Seller's registered address.
The complaint should include: a) the full name of the complainant; b) the Buyer's company; c) contact details, in particular electronic address or telephone number; d) a detailed description of what the non-compliance of the Contract with the Terms of Use consisted of.
Upon receipt of a complaint, the Seller shall immediately confirm its receipt - electronically, to the email address provided.
Complaints are dealt with within 14 (in words: fourteen) days from the date of the complaint.
The response to the complaint will be sent to the Buyer in the same form and by the same route as the complaint made - unless the Buyer chooses a different form and a different route for the delivery of the response to the complaint.

§ 25. Contact details

Contact with the Seller is possible in the following ways:

by e-mail: office@eltap.com;
by ordinary mail: ELTAP Spółka z ograniczoną odpowiedzialnością Sp.k., Mroczeń 203, 63-604 Baranów.

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.

§ 26. Final provisions

The Seller reserves the right to make changes to the Terms of Use. Each document published at the Shop is marked with a date from which its provisions are valid.
The Buyer will be notified of the planned change to the Terms of Use: a) through information on the Shop's website or b) by means of information posted on the User's account - if the Buyer has a User account or c) electronically, by email - if the Seller has the Buyer's email address.
The amended Terms of Use shall take effect as of the date indicated in the notice, with the Buyer will be given at least one week's notice of amendments to the Terms of Use.
In the case referred to in subsection 2, the Buyer shall have the right to terminate the Contract concluded on the basis of the previous Rules and Terms of Use and performed also after the amendments to the Terms of Use until the planned effective date of the amendments. Failure to declare the intention to terminate the Contract or to submit a declaration after the amendments come into force shall be deemed the Buyer's consent to continue the performance of the Contract under the Terms of Use compliant with the new Terms of Use.
In matters not regulated in the Terms of Use, the relevant provisions of Polish law shall apply
Any amendments to the Contract between the Parties shall be made in documentary or written form - with the exception of actions for which the Parties have expressly reserved written form.
If the Terms of Use are drawn up in different language versions, the Polish version shall prevail.
The headings of drafting units (paragraphs) used in the Terms of Use are informative for the convenience of the Parties and do not affect the interpretation of the Contract.
If any provision of the Contract in whole or in part is held to be invalid, ineffective or unenforceable, the validity, effectiveness or enforceability of the remaining provisions of the Contract shall not be affected. The Parties hereby agree to replace such provision with the relevant provision of law.
In case of any disputes arising between the Parties with respect to the conclusion, interpretation, performance and legal consequences of the Contract, the Parties shall enter into negotiations in good faith with a view to resolving the dispute amicably. If the dispute is not resolved amicably, the Parties shall submit the dispute for settlement to the competent court having jurisdiction over the Seller's registered office.
The Terms of Use are effective as of 01.01.2023.

ELTAP Shop’s Terms of Use - from January 1st, 2023

ELTAP Shop’s Terms of Use - until January 1st, 2023