CORAB E-WHOLESALE TERMS OF SERVICE

§ 1.

The sole owner of the Website and all the content presented therein is a company incorporated under Polish law, operating under the business name Corab S.A. with its registered office in Olsztyn, at the address: ul. Michała Kajki 4, postcode 10-547 Olsztyn, Poland, entered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000950779, with its registration files held by the District Court in Olsztyn, 8th Commercial Division of the National Court Register, with Tax ID [NIP]: 7390207757 and Business Identification Number [REGON]: 510519084.

§ 2.

The capitalized terms used in these Terms of Service shall have the following meanings, unless otherwise expressly stated elsewhere;

 

Guarantee:	Guarantee declaration made by the Seller, shaping the rights and obligations of the Seller and the User in the case of discovering faults in the Goods, as well as the guarantee document in the meaning of Article 5772 of the Civil Code, recorded by means of electronic storage and available for download from the Website.
Instructions:	Instructions: Descriptions of the Goods and ways of connecting them are available on the Website
Single Purchase Agreement (SPA):	Sales agreement within the meaning of Article 535 of the Civil Code, concluded through the Website, under which the Seller undertakes to transfer ownership of the Goods to the User and to deliver the Goods and the Buyer undertakes to collect the Goods and pay the Seller the price as well as costs of transport of the Goods, when applicable.
Civil Code (C.C.):	Civil Code (C.C.): The law generally applicable in Poland in the form of the Act - Civil Code of 23 April 1964 (Journal of Laws no. 16, item 93), uniform text dated 16 September 2020 (Journal of Laws of 2020, item 1740) as amended.
User Account:	User Account: A collection of data relating to the User and the concluded OAs available on the Website.
Trade Credit:	The value of the Goods, expressed in financial terms, sold to the User on a deferred payment basis.
Industrial Property Rights:	Industrial Property Rights: One or more rights protected under the Industrial Property Law, uniform text of 20 January 2021 (Journal of Laws of 2021, item 324) or an act of similar nature.
Computer Software:	Computer Software: Data stored in mathematical form, allowing the use of selected Goods or recording information transmitted by the Goods.
Terms of Service:	This document stipulating the rights and obligations of both the Seller and the Users, specifying the manner of concluding Single Purchase Agreements as well as their content, among others.
Website:	A set of web pages belonging to the Seller and administrated by it, accessible at https://en.shopb2b.corab.pl, allowing users to become familiar with the Goods marketed by the Seller and with its product range, as well as allowing for selecting the Goods for order and concluding an SPA between the Seller and the User.
Seller:	Company incorporated under the Polish law, operating under the business name Corab S.A. with its registered office in Olsztyn, at the address: ul. Michała Kajki 4, postcode 10-547 Olsztyn, Poland, entered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000950779, with its registration files held by the District Court in Olsztyn, 8th Commercial Division of the National Court Register, registered as a VAT taxpayer for the purposes of EU transactions with Tax ID PL 7390207757 and Business Identification Number [REGON]: 510519084.
Goods:	Movables offered for sale on the Website, including the associated Computer Software, which are intended, inter alia, for the construction of photovoltaic panel mounting systems or photovoltaic installations.
Work:	Any display of creative activity having an individual character, determined in any form, regardless of value, purpose or manner of expression, determined pursuant to and subject to the provisions of the Act on Copyright and Related Rights, uniform text of 6 June 2019 (Journal of Laws of 2019, item 1231).
User:	Entrepreneurs from the territory of the European Economic Area, Switzerland and the United Kingdom, or branches of such entrepreneurs, registered and operating in accordance with the regulations of the country in which they have their registered office, who use the Website in connection with and as part of activities directly associated with their business activity and for whom using it and concluding Single Purchase Agreements through it is of a professional nature and who are also VAT taxpayers identified for the purposes of intra-Community transactions in the territory of a Member State other than the territory of the country making the intra-Community supply and acquisition of goods (ISC).

 

 

§ 3.

1. The Website is available to Users 24 (twenty-four) hours a day, every day of the week and every day of the year.
2. The Seller reserves the right to temporarily shut down the Website or disable the access to all or some of its content due to the need to introduce new functionalities or perform maintenance work. In situations described in the previous sentence, the lack of possibility to conclude an SPA shall not give rise to any claims against the Seller.
3. By accepting the Terms of Service, the User declares that he/she has read the GDPR Information Clause, which contains information on the principles of personal data processing, as provided for in Article 13(1) and (2) of the GDPR. The clause is available under the following link https://en.shopb2b.corab.pl/information-clause
4. By accepting the Terms of Service, the User declares that he/she has read and accepted the so-called Privacy Policy applied by the Seller, accessible under the link https://en.shopb2b.corab.pl/privacy-policy and available for download and independent saving on any data storage device.
5. The Seller may process the User's data for the purpose of executing Single Purchase Agreements and processing payments from the User, as well as for the purpose of advertising, market research and research into the behaviour and preferences of the User and other users of the Website, with the aim of dedicating the results of this research to improving the quality of the services provided by the Seller. By accepting the Terms of Service, the User agrees to receive commercial information from the Seller, sent mainly to the electronic address provided by the User, as well as to use the information collected about the User by the Seller.
6. By accepting the Terms of Service and their content, the User agrees to the risks associated with the use of the Internet, as well as to the fact that both the content sent and received from the Website may be "intercepted" or distorted as a result of unlawful actions of third parties, for whose actions the Seller shall not be held liable. In order to prevent unlawful actions of third parties, the User is obliged to check the content of each submitted order before the final conclusion of the Single Purchase Agreement and to verify the Seller's bank account number, disclosed in the invoice issued by the Seller in the list of VAT taxpayers, kept by the Head of the National Tax Administration before making the payment due to the Seller.
7. The Website may not be used by the User to provide unlawful content.

 

§ 4.

1. The Website may be used exclusively by entrepreneurs who use the Website within the scope of activities directly related to their business activity and as part of its professional profile.
2. Only an entrepreneur who is a taxpayer of the value-added tax identified for the purpose of intra-community transactions in the territory of a Member State other than the territory of the country performing intra-community supply and acquisition of goods (ICS) who makes the purchase in connection with his/her business activity and conclusion of Single Purchase Agreement is of professional significance for him/her, can be the Purchaser of the Goods.

 

§ 5.

1. When registering on the Website, the User is obliged to submit all the required data, including but not limited to: first and last name, business name, designation of legal form, correspondence address, e-mail address and EU VAT number. The data must be complete and true. The User is obliged to promptly update the data entered into the System. User data will be available in the individual User Account created on the Website.
2. Submission of data required for registration is voluntary, with the proviso, however, that the refusal to provide them, entering erroneous data or keeping outdated information may result in refusal to register a User on the Website or refusal to conclude OA via the Website.
3. The Seller has the right to refuse to register a User on the Website, without giving reasons.
4. The Seller reserves the right to verify the data submitted by the User in commonly available registers or records, including, among others, the VIES System, and to request the User to correct any entered data.
5. The data provided by the User shall constitute the basis for issuing invoices to the User, as well as for exercising the rights and obligations arising from the Single Purchase Agreements.
6. The User has the right to access the data submitted in the User Account and to modify them at any time.

 

§ 6.

1. In the course of registration on the Website, the User shall individually specify his/her own login, namely the e-mail address entered by the User, and shall determine the password for gaining access to the User Account, thus enabling him/her to make full use of the Website.
2. During the registration process, the User is obliged to create his/her own password to access the Website, which he/she shall treat as strictly confidential.
3. The User is aware of the fact that the login and password created to access the Website are strings of characters, which are assigned to a given User according to his/her will. The User is obliged to keep the login and the password to the Website in a manner preventing access by any unauthorised persons.
4. The User agrees to conclude Single Purchase Agreements with the use of the created login and password, which will be handled as sales agreements concluded with the User who created them, accepting the fact that the Seller does not verify persons actually accessing the Website.

 

§ 7.

1. By registering on the Website and by using its content, the User and the Seller enable each other to conclude regular Single Purchase Agreements for Goods available currently in the Seller's offer. Taking into account the right specified in the previous sentence, the Seller shall be obliged to release the Goods covered by the accepted orders to the User and to transfer their ownership rights to the User, and the User shall be obliged to collect the ordered Goods and pay the Seller accordingly.
2. The subject of the Single Purchase Agreements will always be Goods from the Seller's current offer.
3. During the term of the Agreement, the Seller shall be entitled to change the product range and prices of the Goods offered. Any such change will be binding from the time of its introduction on the Website. Any orders placed and accepted for processing will be carried out on the basis of the offer valid at the time of acceptance of the order for processing by the Seller, even if the date of its processing falls after the date on which the new offer has entered into force.
4. The prices of the Goods presented on the Website are net prices to which VAT will be added at the applicable rate.

§ 8.

1. The User declares that he/she is aware of the purpose of the Goods and the rules of their use, and therefore he/she does not require the manuals and potential warranty documents to be attached to each and every individual delivery of the Goods.
2. The User may download the manuals and the Warranty from the Website at any given time and store them on a data storage device of their choice.
3. In the event of doubts concerning the use of the Goods, the User is obliged to turn to the Seller with a request for necessary clarifications.

 

§ 9.

1. Descriptions of Goods and other information contained on the Website do not constitute an offer within the meaning of Article 66 § 1 of the Civil Code and subsequent articles but an invitation to enter into negotiations and conclude an agreement.
2. The provisions of Article 66¹ § 1 - 3 of the Civil Code shall not apply to the relations between the User and the Seller.

 

§ 10.

1. The User's enquiries regarding the possibility of concluding each Single Purchase Agreement shall be communicated by adding Goods to the order and sending such order via the Website.
2. Each order shall be deemed to have been accepted by the Seller for execution upon confirmation by the Seller in electronic form via the Website. The User shall specify the so-called "Desired Delivery Date" using the platform when placing an order. The Seller shall treat this date as the date of delivery of the order and shall make every effort to ensure that the deadline is met. The provisions of art. 681 § 1 sentences 1 and 2 of the Civil Code apply to order confirmations.
3. If the order cannot be completed in whole or in part, or if the order is not accepted for processing in whole or in part, no claims against the Seller shall arise on the part of the User. The provisions of Article 68² of the Civil Code shall not apply.
4. The moment the User receives the order confirmation, a legally effective SPA is concluded between the Parties with the content specified in the order confirmation and the Terms of Service.
5. The User is allowed to conclude a Single Purchase Agreement by ordering the conclusion thereof verbally or by e-mail. In this situation, the SPA is concluded as soon as the User confirms the content of the order prepared on their request by a representative of the Seller.
6. By placing each order, the User confirms that they conclude a Single Purchase Agreement within the scope of activities directly connected with their business activity and as part of their professional profile, and that they are a value-added tax payer identified for the purposes of intra-Community transactions in the territory of a Member State other than the territory of the country performing an intra-Community supply and acquisition of goods.
7. The provisions of the Terms of Service shall apply to all SPAs concluded between the User and the Seller via the Website, without the need to refer to their content.
8. The general terms and conditions of purchase or similar documents applicable to the User shall not apply to the Single Purchase Agreements concluded between the Parties.

 

§ 11.

1. The fact of registering a User on the Website and concluding SPA through it does not grant the User exclusive rights as regards the sale of Goods, customer groups or territories.
2. The User and the Seller are independent and autonomous entities, and the User independently sets prices and other terms and conditions of contracts with his/her own customers.

 

§ 12.

1. Each time, the Goods shall be transported using the means of transport of the carrier indicated by the User or the carrier employed by the Seller. The User is also entitled to collect the Goods independently.
2. If the Goods are transported by means of a carrier indicated by the User, the risk of accidental loss, damage or destruction of the Goods is transferred to the User the moment such Goods are loaded onto the means of transport of the carrier designated by the User.
3. The cost and risk of unloading the Goods from the means of transport shall be borne solely by the User.
4. In order to apply the zero VAT rate to an intra-Community supply of goods, the User shall be obliged to present documents confirming the receipt of goods in the destination country, i.e. CMR, specification of goods and declaration of receipt within the time limit specified by the Seller, while the failure to present complete documents within the time limit shall result in charging VAT at the rate provided for by the Polish law.
5. All transportation costs shall be borne by the User regardless of the fact which Party designated the carrier company.

 

§ 13.

1. The User shall be obliged to collect the ordered Goods within the time limit specified in the Single Purchase Agreement concluded by the Parties, while for each day of default in collection, the User shall be obliged to pay the Seller compensation for storage of the Goods in the amount of EUR 50 for each commenced day of storage of each Euro-pallet with the Goods.
2. The User or another person authorized by the Use who receives the Goods is obliged to check them for quantity and visible defects of the Goods or their packaging and confirm it in the CMR document, waybill, Goods Specification or similar.
3. Failure to identify visible defects in the Goods or their packaging or their shortage within 3 (three) days from the date of acceptance shall result in the loss of any rights or claims for possible defectiveness of the Goods, reported at a later date.

 

§ 14.

1. The User is obliged to strictly observe the Assembly Instructions provided on the Website for particular Goods and the recommendations contained therein.
2. Notwithstanding the provisions of paragraph 1 above, the Users shall declare that they are aware that the Instructions do not constitute designs for photovoltaic installations and cannot be used as a substitute for such designs.
3. When choosing Goods or specific constructions for mounting photovoltaic modules offered by the Seller, the User is solely responsible for checking the climatic conditions determining the safety of their use, including, but not limited to, the permissible wind speed and snow load, while acknowledging that the Goods offered by the Seller are intended for safe use and meet the requirements of the so-called first snow zone applicable in the territory of the Republic of Poland.
4. The User is solely responsible for the proper selection of the Goods comprising the photovoltaic installation.
5. The Seller shall not be held responsible for the capability of connecting the Goods to other products for which it has not made an assurance regarding the potential connection of such products.
6. The Seller shall not be liable for the completeness of the Instructions Manual and its suitability for use in conditions existing at the place of installation of the Goods.
7. Information contained in the Instruction Manuals, the Website or e-mails sent to the User must not be treated as assurances made by the Seller as to the characteristics or purpose for which the Goods may be used.
8. The Seller shall not be responsible for the proper use and correct installation of the Goods.
9. The Seller does not analyse the needs of end customers and the anticipated conditions at the location of photovoltaic installations created with the Goods or perform designs of photovoltaic installations or supervise their installation and shall not be responsible for these activities.
10. When selecting the Goods, the User is solely responsible for due consideration of the condition of the roofing structure and the quality of the materials used for its construction, as well as for taking into account local weather conditions.
11. The User independently selects the Goods, all their components, as well as means of their connection to buildings or ground. The Seller shall not be held responsible for these actions. However, if the User uses the order picking software provided by the Seller, the Seller shall be held liable for the fact that the set of Goods suggested by the system will be suitable to produce a complete photovoltaic installation in accordance with the details sent by the User.
12. The User acknowledges that mounting, repair, inspection, maintenance and other servicing of photovoltaic mounting systems may only be performed by persons having the appropriate professional qualifications and in strict compliance with the provisions of The OSH Framework Directive. Failure to do so, as well as misuse of the photovoltaic mounting systems, may result in immediate danger of death or serious injury.
13. The User declares that he/she is aware of the fact that the safe use of the Goods requires regular inspections of the photovoltaic installations carried out by persons holding appropriate qualifications. Details concerning the durability of photovoltaic installations, their maintenance and inspection of the Goods are contained in the instruction manuals available at: https://en.corab.pl/downloads. Photovoltaic systems manufactured from the Goods shall not be subjected to excessive deterioration or loss of technical performance.
14. Any changes to the structure of the mounting systems which deviate from the information contained in the instruction manuals, including combining them, connecting them to elements not supplied by the Seller, modifying the systems (including welding them together, shortening them, reducing the number of elements specified in the instruction manuals and intended for the construction of a specific system, extending them, etc.), not adhering to the minimum safety rules resulting from the instruction manuals, increasing the load on the systems or using the systems in a manner inconsistent with their intended use will result in the loss of warranty rights and may directly affect the life of the systems and their safe use.

 

§ 15.

1. The images of the Goods on the Website are for illustrative purposes only and may not reflect actual characteristics of the products shown in them and cannot be treated as guarantees of characteristics or features of the Goods.
2. Detailed technical description of the Goods can be found on the Website at https://en.corab.pl/downloads.
3. The User is obliged to get familiar with specification sheets of respective Goods before concluding the SPA.

 

§ 16.

1. For every Single Purchase Agreement, the User shall be obliged to pay the Seller an amount equal to the value of Goods delivered to the Recipient, in accordance with the Seller's offer valid at the time of accepting the order for execution. VAT tax in the amount stipulated by the law shall be added to the price so established. Apart from the price, the User shall be obliged to cover for the Seller all the costs of transportation of the Goods and costs of making payment in a selected manner. The User shall be informed about the value of these additional costs before the conclusion of SPA.
2. Invoices documenting the release of Goods from each Single Purchase Agreement shall be sent to the User on the date the Goods are released.
3. By accepting the Terms of Service, the User expresses consent for invoices to be sent electronically to the e-mail address specified during registration on the Website and accepts that invoices will be issued without the User's signature. The change of said address is acceptable at any time, and to be effective, it merely requires the User to modify his/her own User Account registered on the Website.
4. Payment will be made to the bank account of the Seller indicated on the invoice issued to the User and on the date agreed between the User and the Seller.
5. For each day of default in payment, the User shall pay the Seller statutory penalty interest in accordance with the Act on Counteracting Excessive Delays in Commercial Transactions of 08 March 2013 (uniform text, Journal of Laws of 2019, item 118) or an amendment or replacement act.
6. The remuneration due to the Seller may not be deducted from any claim of the User, regardless of its legal title.
7. The Seller shall be entitled to refuse to process any order in whole or in part and/or to withhold the Goods covered by the concluded Single Purchase Agreements if:
   1. following their execution, the value of the User's liabilities towards the Seller, also including the unmatured liabilities, would exceed the amount of the Trade Credit specified by the Seller, the amount of which will be communicated to the User by the Seller on an ongoing basis via the Website; or
   2. in the event that, on the date of release of the Goods, the User is in default in the payment of any amounts due to the Seller, or;
   3. the User has failed to collect the Goods ordered previously,
   4. there is a justified suspicion that the SPA has been concluded without the User's consent.
8. The Seller has the right to change the amount of the Trade Credit granted to the User at any time and to determine it based on the Seller’s own appraisal or the appraisal made by the insurance company which insures the Seller's commercial transactions. Changes in the amount of Trade Credit shall be made by the Seller by publishing such information on the Website. By using the Website, the User irrevocably consents to such a method of determining the Trade Credit.
9. Withholding the release of the Goods under the provisions of this section shall not be construed as a default or delay for reasons attributable to the Seller.
10. The costs of transport of the Goods borne by the User shall be payable at the dates of payment of the price for the Goods which they refer to and shall be added to the invoice relevant to their delivery. The provisions of the Terms of Service, in particular, this § 16 shall apply respectively to payment of amounts due to the Seller for the costs of transportation of the Goods.
11. The User shall be obliged to produce true and accurate financial documentation, as specified by the Seller, confirming its financial standing for the periods indicated by the Seller as well as upon separate requests. If the Seller is not provided with the documents referred to in the preceding sentence within the time period specified by the Seller or if the documents are unreliable or incomplete, the provisions of section 9 above shall apply accordingly.
12. The provisions of the Terms of Service shall apply mutatis mutandis to the payment of amounts that fall under the Compensation Benefit.

 

§ 17.

1. Goods purchased by the User that have been manufactured by the Seller are covered by the Seller Warranty.
2. The content of the Seller's Warranty is available to download from the Website or under this link https://en.shopb2b.corab.pl/file_list
3. Goods not manufactured by the Seller may be covered by warranties granted by their respective manufacturers. The content of such warranties shall be available on the Website.

 

§ 18.

1. The Sellers' liability under warranty for defects of the Goods is excluded.
2. Lack of properties of the Goods, the existence of which the Seller had not assured the User, as well as lack of possibility to use the Goods for the purpose communicated by the User to the Seller at the conclusion of the SPA with no reservations as to their intended use, shall not be considered a defect.
3. The Seller shall not be liable for defects of the Goods resulting from their improper assembly or commissioning.
4. The Seller shall be liable for non-performance or improper performance of the concluded Single Purchase Agreement as well as for defects of the Goods, with the reservation, however, that this liability is limited to the value of the Goods subject to non-performance or improper performance of the Single Purchase Agreement or the value of defective Goods.
5. The Seller shall not be liable for indirect damage or costs incurred by the User connected with the removal of defects in the Goods, including, but not limited to, lost profits, downtime, penalties or similar obligations to be paid by the User for the benefit of its customers, costs of reporting and determination of defects in the Goods, costs of disassembly, transport and re-assembly and putting the Goods back into operation, as well as labour and materials.

 

§ 19.

1. Where the Goods are covered by warranties granted by their manufacturers, the User shall be entitled to pursue claims for defects in such Goods against the respective warrantors..
2. The Seller shall not be a party to warranties granted by third parties, and granting such warranties shall not give rise to any claims against the Seller.

 

§ 20.

No warranty is given for defects of the Computer Software sold together with the Goods. The Seller shall not be liable for the proper operation of the Computer Software and/or the proper functioning of the servers collecting and processing the data generated by the Computer Software nor for any loss or corruption of the data.

 

§ 21.

1. By registering on the Website, accessing its content and concluding each Single Purchase Agreement via the Website, the User declares that:
   1. it has full legal capacity and is able to undertake obligations arising from the content of the Terms of Service and SPA,
   2. the data provided and included in the User Account are true and accurate,
   3. it is an active entrepreneur, operating in accordance with the laws of the country relevant to it, and has all the required permits, concessions, etc., approvals to conduct business and EU VAT number,
   4. there is no final court judgement prohibiting the User or persons authorised to represent it from conducting business activity or performing functions related to User's representation
   5. no execution or enforcement proceedings in administration are pending against it,
   6. it is not in arrears with payments of statutory liabilities,
   7. it enters into SPA in the course of activities directly related to its business activity and within the framework of its professional profile,
   8. it possesses the appropriate qualifications, experience, skills, logistics and financial resources necessary to perform the obligations arising from the Single Purchase Agreement
   9. is not threatened with insolvency or bankruptcy, and there are no prerequisites for the institution of bankruptcy or restructuring proceedings with respect to it under any jurisdiction.
2. The User's representations made in this section are of a guarantee nature, and the User acknowledges that the Seller would not conclude the SPA if any of them were untrue.
3. The User is obliged to inform the Seller immediately about any circumstances causing the above statements to become outdated or untrue.

 

§ 22.

1. All information expressed in words, mathematical symbols or graphic signs, drawings, graphics, photographs, videos and similar works contained on the Website are the sole property of the Seller.
2. The fact of using the Website by the User does not confer any rights to the whole or part of the Works or other protected rights contained within the Website.
3. The Goods presented on the Website, their designations or the designations of their producers may be subject to Industrial Property Rights and protected, e.g. trademarks, utility models or industrial designs etc., on the basis of the relevant Polish or foreign legal norms. Any party who violates these rights shall be exclusively liable for infringement thereof.
4. Corab® word and graphic sign is a trademark protected by the laws of the Republic of Poland and the European Union, to which the Seller has exclusive rights.
5. Without the consent of the Seller expressed in writing or in the form of a document, under pain of nullity, the User may not dispose of Works, entrepreneur or Goods designations, as well as the Corab® trademark, available on the Website, consolidate and multiply them, introduce them into circulation under any legal title, duplicate, disseminate or use them in any other way regardless of the manner of such action and the used data medium.

 

§ 23.

1. Communications between the User and the Seller, including those relating to the execution of SPA, shall be transmitted via electronic means of communication or to their respective correspondence addresses.
2. The electronic mail address and the postal address of the User are included in the User's Account.
3. The e-mail address and the correspondence address of the Seller are as follows: Corab S.A., ul. Michała Kajki 4, 10-547 Olsztyn, Poland, e-mail: corab@corab.com.pl.
4. The User and the Seller shall be obliged to inform each other of any change in their contact addresses without delay. In the event of neglecting this obligation, a letter sent by registered mail upon confirmation of receipt and returned to the sender shall be deemed to have been delivered on the day following that on which it was sent, and a letter sent by e-mail shall always be deemed to have been delivered 24 (twenty-four) hours after it is sent. However, in the event that delivery should take place on a Sunday, a holiday commonly observed in the territory of the Republic of Poland or on a day which is one of the public holidays within the meaning of Article 1 of the Act on Public Holidays of 18 January 1951. (uniform text, Journal of Laws 2015.90) in its wording in force on the day of delivery, then delivery shall be deemed effective upon the lapse of the first working day after one of these days.

 

§ 24.

1. The provisions of the Terms of Service shall apply to each and every instance of the User's use of the Website, as well as to each and every Single Purchase Agreement concluded using the Website, without the need to refer to the Terms of Service in each such instance.
2. Unless otherwise specified in a separate agreement between the User and Seller, made in writing or in a document, under pain of nullity, the Terms of Service exclusively and comprehensively shape the rights and obligations of the User and Seller within the scope of the use of the Website and the Single Purchase Agreements concluded using the Website, and replace any declarations and statements made in the course of cooperation between the User and Seller, regardless of their form and data storage device.
3. The User and Seller shall not be bound by the general conditions of purchase/sale, used by the User or documents of a similar nature originating therefrom.
4. The User may download the content of the Terms of Service at any time free of charge and save it in the way they choose.

 

§ 25.

1. These Terms of Service are binding in their entirety in relations between the User and the Seller.
2. These Terms of Service do not constitute a source of rights or obligations in relations between its Users.

 

§ 26.

1. The Seller reserves the right to make changes to the Terms of Service and any appendices thereto.
2. The Seller shall inform the User about each change to the Terms of Service and their scope using the e-mail address provided by the User in the User Account.
3. Changes to the Terms of Service shall come into force within at least seven days from the date of providing the User with information about their content.
4. Changes to the Terms of Service shall apply prospectively, i.e. from the date of their entry into force. The provisions of the Terms of Service in force at the time of concluding SPAs shall remain valid for all such agreements, even if the delivery of Goods, which are the subject of these agreements, is to take place after the effective date of changes to the Terms of Service.
5. Until the changes to the Terms of Service come into force, the User may express an objection to their content. Such an objection shall be treated as concerning the whole of the changes that are to come into force, regardless of its scope. If the User objects, his/her account on the Website shall be blocked once the changes to the Terms of Service come into force, and the User shall not be able to conclude SPA via the Website.

 

§ 27.

1. The Terms of Service and the SPA concluded thereunder shall be governed exclusively by the laws of the Republic of Poland, including the Civil Code, with the exclusion of the provisions of the Private International Law Act of 13 October 2015 (uniform text, Journal of Laws of 2015, item 1792) as amended or acts of a similar nature.
2. In the case of SPA concluded with the User having its registered office outside the territory of the Republic of Poland, the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

§ 28.

If any provision of these Terms of Service should prove to be invalid or ineffective, the remainder of these Terms of Service shall remain in full force and effect and shall be binding on the User and the Seller, with the provisions of applicable law replacing the invalid or ineffective provisions.

 

§ 29.

The use of the Website and the conclusion of SPA through it does not represent a contract of a civil law partnership, agency or of a similar nature in the relationship between the User and the Seller.

 

§ 30.

Unless otherwise agreed by the User and the Seller in documentary or written form, under pain of nullity, the User shall not be obliged to achieve a certain turnover value when dealing with the Seller.

 

§ 31.

1. The User may at any time file a request with the Seller to terminate the User's access to the Website by blocking the User's Account on the Website. In the event of receiving such a request, the Seller shall immediately take action to prevent that User from using the Website and concluding SPA.
2. The Seller reserves the right to block a User Account at any time and in the following situation:
   1. if the User persistently, i.e. at least twice within a calendar year, violates the provisions of the Terms of Service and, despite the time limit set for the removal of the effects of the violations and discontinuation of misuse in the future, fails to comply with this request,
   2. if the User disseminates information violating the personal interests of the Seller or third parties,
   3. if the User uses the Website contrary to its intended purpose, including, among others, sending content that is offensive, immoral or in breach of generally applicable provisions of law.
3. In any situation where the User Account is blocked, the Seller shall be entitled to refuse to execute an SPA that has not yet been executed and to withdraw from such Single Purchase Agreements by delivering a statement through the Website within 7 (seven) days from the date of blocking the User Account, which shall not give rise to any claims by the User against the Seller.
4. As soon as the User Account is blocked, all obligations of the User towards the Seller become immediately due, regardless of the previously established due date.

 

§ 32.

1. Any disputes arising from the use of the Website or Single Purchase Agreements concluded using it, including the interpretation of the provisions of the Terms of Service or content of the SPA, determining their validity or ineffectiveness of individual provisions thereof, shall be resolved amicably, and in a situation where conducted negotiations fail to resolve the dispute, the court competent to adjudicate in such a case shall be the common court in Olsztyn, the Province of Warmia-Mazury, Republic of Poland.
2. The language used in court disputes will be the Polish language.
3. The Seller declares that it has the status of a large entrepreneur within the meaning of Article 4(6) of the Act on Counteracting Excessive Delays in Commercial Transactions, uniform text of 23 February 2021 (Journal of Laws of 2021, item 424).

§ 33.

The appendices listed below constitute an integral part of the Terms of Service.

 

Appendix 1 – Cookies Policy.

Appendix 2 – Information Clause.