HAU DOLCE
This translation is provided for information purposes only. The Polish version of this document is binding.
These Terms and Conditions set out the rules for wholesale sales conducted by the Seller to entrepreneurs for whom the purchase is of a professional nature.
§1. Seller
4ZOO spółka z ograniczoną odpowiedzialnością, with its registered office in Puławy 24-100 at ul. Piłsudskiego 61, entered in the Register of Entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy, KRS) kept by the District Court for Lublin-Wschód in Lublin with its seat in Świdnik, 6th Commercial Division of the National Court Register, under KRS number 0000822115, tax identification number (NIP) 7162828313, statistical number (REGON) 385210934, share capital 5 000,00 zł (hereinafter: the Seller).
Contact details: correspondence address Brzozowa Gać 145, 24-170 Kurów, email [email protected], telephone +48 732 070 072, bank account 52 1600 1462 1893 9997 6000 0001 (PLN, BNP Paribas Bank Polska S.A.).
§2. Scope of application
1. These Terms and Conditions apply exclusively to contracts concluded with a Buyer who is an entrepreneur for whom the contract concluded is of a professional nature, arising in particular from the subject of the business activity they conduct.
2. These Terms and Conditions do NOT apply to consumers or to natural persons concluding a contract directly related to their business activity, where the content of the contract shows that it is not of a professional nature for them. These entities are subject to the Online Shop Terms and Conditions, which grant them full consumer rights.
3. By placing an order in the wholesale part of the Online Shop, the Buyer declares that they are concluding the contract in direct connection with their business activity and that the contract is of a professional nature for them.
4. If it is established that the Buyer does not meet the conditions set out in paragraph 1, the Online Shop Terms and Conditions apply to the contract concluded, and the Buyer is entitled to all the rights arising from them.
§3. Definitions
- Business Account - an Account assigned to an entrepreneur, enabling purchases at wholesale prices, management of branches and employees, and viewing of account balances;
- Branch - a separate location of the Buyer (shop, outlet, warehouse) to which deliveries are made and orders are assigned;
- User - a natural person authorised by the Buyer to act within the Business Account within the scope of the permissions granted to them;
- Trade credit - a deferred payment limit granted to the Buyer;
- Individual price list - prices or discounts set for the Buyer, visible after logging in to the Business Account;
- Request for quotation - a request addressed to the Seller to present commercial terms for a specified basket of Goods;
- Working days - days from Monday to Friday, excluding public holidays.
§4. Business Account, branches and users
1. Wholesale purchases require the creation of a Business Account and its verification by the Seller.
2. Registration requires the provision of a tax identification number (NIP) and registration details. The Seller verifies VAT taxpayer status in the list kept by the Head of the National Revenue Administration (Szef Krajowej Administracji Skarbowej) and the details in public registers.
3. The Seller may refuse to activate a Business Account or suspend it, in particular if the registration details are not confirmed, the Buyer is removed from the register of VAT taxpayers or payment arrears arise. The Seller informs the Buyer of the reason.
4. The Buyer may define Branches and assign Users to them, granting them permissions to place orders, approve orders and view account balances.
5. Actions performed by a User within the permissions granted to them are binding on the Buyer. The Buyer is obliged to revoke without delay the permissions of persons who have lost their authorisation.
6. The Buyer is responsible for maintaining the confidentiality of the access details to the Business Account.
§5. Prices, price lists and sales units
1. Prices in the wholesale part of the Online Shop are presented as net amounts. VAT at the rate applicable on the date of issue of the invoice is added to the net price.
2. The Seller may grant the Buyer an Individual price list or discounts, including discounts dependent on order volume. Discounts are not cumulative; where several grounds for a discount coincide, the discount most favourable to the Buyer applies, unless expressly agreed otherwise.
3. Some Goods are sold only in multi-packs or in multiples of a specified number of units. Information on the sales unit is given with the Goods.
4. The Seller may specify a minimum order value or a minimum order quantity. This information is presented before the order is placed.
5. Prices may change. A change does not affect orders accepted for fulfilment before it is introduced.
6. The Seller may provide the Buyer with commercial materials, including price lists and price labels. These materials are intended solely for the purposes of the Buyer's sale of the Seller's Goods.
§6. Orders and conclusion of the contract
1. Orders are placed through the Online Shop after logging in to the Business Account, including by means of quick ordering and repeating a previous order.
2. Placing an order requires acceptance of these Terms and Conditions and confirmation of the intention to conclude the contract by means of a button indicating an obligation to pay.
3. An order constitutes an offer to purchase the indicated Goods. The sales contract is concluded when the Seller confirms acceptance of the order for fulfilment, sent to the Buyer's email address.
4. The Seller may accept an order in part. In such a case, the contract is concluded to the extent confirmed, and the Buyer is informed accordingly.
5. The Buyer may send the Seller a Request for quotation. The Seller's reply indicates the terms and the period for which the offer is binding.
6. Within the Business Account, the Buyer may introduce a requirement that orders be approved by a designated User. Until approved, the order is not forwarded for fulfilment.
§7. Payments, trade credit and account balances
1. The Seller offers the following forms of payment: traditional bank transfer to the Seller's bank account, electronic payment (BLIK, fast transfer, payment card), cash on delivery and deferred payment under Trade credit.
2. Electronic payments are handled by: Krajowy Integrator Płatności S.A. (Tpay), with its registered office in Poznań, PayPro S.A. (Przelewy24), with its registered office in Poznań, Stripe Payments Europe Ltd., with its registered office in Dublin, and Elavon Financial Services DAC (Branch in Poland) as regards the settlement of card transactions. The provider handling a specific order is indicated while the order is being placed.
3. The Seller may grant the Buyer Trade credit, specifying its amount and payment term. The granting, change and withdrawal of Trade credit is made by decision of the Seller, of which the Buyer is informed.
4. Use of Trade credit beyond the granted limit or the existence of payment arrears entitles the Seller to suspend the fulfilment of further orders until the liabilities are settled. The Seller informs the Buyer when the limit is being approached and when the payment term has been exceeded.
5. In the event of late payment, the Seller is entitled to statutory interest for late payment in commercial transactions and compensation for debt recovery costs in accordance with the Act of 8 March 2013 on counteracting excessive delays in commercial transactions (ustawa o przeciwdziałaniu nadmiernym opóźnieniom w transakcjach handlowych).
6. The Seller may make the fulfilment of an order conditional on payment of an advance or on payment on the basis of a pro forma invoice.
7. The Seller issues VAT invoices. The Buyer consents to invoices being sent in electronic form to the email address assigned to the Business Account.
8. The Buyer is obliged to make payments through a payment account if the single value of a transaction exceeds PLN 15,000 or the equivalent of that amount.
9. The current account balance and a list of unsettled documents are available in the Business Account. These data are for information purposes and do not replace accounting documents.
§8. Delivery and collection of Goods
1. Delivery is made within the territory of the Republic of Poland, unless the parties have agreed otherwise before concluding the contract.
2. The Seller fulfils accepted orders within the time indicated in the order acceptance confirmation, counted from the day of receipt of payment and, in the case of Trade credit, from the day the order is confirmed.
3. Delivery costs are stated before the order is placed and depend on the chosen delivery method and the order value.
4. Delivery is made to the address of the indicated Branch or to another address indicated by the Buyer in the order.
5. Upon release of the Goods to the carrier, the benefits and burdens associated with the Goods and the risk of their accidental loss or damage pass to the Buyer. The Seller is not liable for loss, shortage or damage occurring from the moment the Goods are accepted for carriage.
6. The Buyer is obliged to inspect the consignment at the time and in the manner customary for consignments of this type. If a shortage or damage is found, the Buyer is obliged to take the steps necessary to establish the carrier's liability, in particular to draw up a report in the presence of the carrier's representative.
7. The Buyer is obliged to collect the ordered Goods. If the consignment is not collected for reasons attributable to the Buyer, the Seller is entitled to reimbursement of the costs incurred for shipping and return of the consignment.
§9. Complaints
1. The Seller's liability to the Buyer under the statutory warranty for defects (rękojmia) of the Goods is excluded (Article 558 §1 of the Civil Code (Kodeks cywilny)).
2. Notwithstanding paragraph 1, the Seller considers notifications concerning Goods that do not correspond to the order, were damaged in transport or have quality defects, in accordance with the rules described below.
3. The Buyer is obliged to inspect the Goods without delay after receiving them and to report any quantity shortages or damage found within 3 Working days of delivery, and quality defects without delay after they are discovered, but no later than within the shelf life of the Goods.
4. Notifications should be sent to the email address indicated in §1 or via the form in the Business Account. The notification should contain: the order or invoice number, the name and quantity of the Goods complained about, the batch number and best-before date, a description of the irregularity and photographic documentation.
5. The Seller will respond to the notification within 14 days of receiving it together with the complete information indicated in paragraph 4.
6. If the notification is accepted, the Seller, at its own choice, replaces the Goods with Goods free of defects, makes up the quantity shortages or issues a corrective invoice.
7. The Seller is not liable for defects resulting from improper storage of the Goods by the Buyer, in particular from failure to observe the temperature and humidity conditions indicated on the packaging, or for the consequences of reselling the Goods after their shelf life has expired.
8. The Goods may be covered by a manufacturer's or distributor's guarantee. The Buyer exercises the rights under the guarantee in accordance with the terms of the guarantee statement, irrespective of the rights under this section.
§10. Commercial returns
1. The Buyer is not entitled to the right to withdraw from a distance contract referred to in the Consumer Rights Act (ustawa o prawach konsumenta).
2. The Seller may, at its discretion, accept the return of Goods of full value on the basis of separate arrangements. The condition is the original, undamaged multi-pack and a remaining shelf life of no less than that agreed with the Seller.
3. The Seller has the right to withdraw from the Sales Contract within 21 Working days of its conclusion by submitting a declaration to the Buyer. Withdrawal does not require a reason to be given. In such a case, the Seller refunds to the Buyer the price paid together with the delivery costs.
§11. Liability
1. The Seller's total, aggregate liability to the Buyer under a single Sales Contract is limited to the amount of the net price paid for the Goods covered by that contract together with the delivery costs.
2. The Seller's liability for lost profits and indirect damage is excluded.
3. The limitations set out in paragraphs 1 and 2 do not apply to damage caused intentionally or to the extent that their exclusion or limitation is not permitted under mandatory provisions of law, in particular to personal injury.
4. The Seller is not liable for the consequences of non-performance or improper performance of the contract caused by force majeure.
§12. Sample programme and marketing materials
1. The Seller may provide the Buyer with free samples of Goods intended for distribution among the Buyer's end customers.
2. Samples are not intended for resale. The Buyer undertakes to hand over the samples to end customers free of charge.
3. The Seller may make the provision of a further batch of samples conditional on documenting the use of the previous batch, in particular by sending photographic documentation or placing a further order.
4. The Seller grants the Buyer a non-exclusive, free licence to use the marketing materials made available, including photographs and descriptions of the Goods, solely for the purpose of promoting and selling the Seller's Goods, for the duration of the cooperation.
§13. Knowledge zone and training
1. The Seller may make training materials and knowledge tests concerning the Goods available to the Buyer.
2. Completing a training course with a positive result may entitle the Buyer to a commercial benefit, in particular a discount code, and to receive a certificate. The conditions are stated before the training is started.
3. The certificate only confirms familiarity with the Seller's materials and does not constitute a professional qualification or an entitlement to provide nutritional advisory services.
4. The training materials are subject to the Seller's exclusive rights and may be used solely for the Buyer's internal purposes.
§14. Intellectual property rights
1. Exclusive rights to the content made available within the Online Shop, in particular copyright in photographs, descriptions, names and trade marks, graphic elements, software and database rights, belong to the Seller or to entities with which the Seller has concluded appropriate agreements.
2. Use of this content beyond the scope of the licence referred to in §12(4) requires the Seller's prior written consent.
3. In the event of infringement of the rights referred to in paragraph 1, the Seller is entitled to the claims provided for by copyright law and industrial property law, including a claim for cessation of the infringement and for compensation for damage on general terms.
§15. Provision of services by electronic means
1. The Seller provides the Buyer with services by electronic means comprising the Business Account, the order form, requests for quotation, viewing of account balances, notifications of availability of Goods and an ordering channel via a messenger.
2. Use of the services requires a device with Internet access, an active email account and an up-to-date web browser supporting cookies and JavaScript.
3. It is prohibited to provide unlawful content and to use software that disrupts the functioning of the Online Shop.
4. The Buyer may terminate the contract for the provision of services by electronic means at any time. The Seller may terminate it with 14 days' notice, and without notice in the event of a gross breach of the Terms and Conditions or the law by the Buyer.
5. Complaints concerning services provided by electronic means are considered within 14 days.
§16. Personal data
1. The controller of the Users' personal data is the Seller.
2. Data are processed for the purpose of concluding and performing the contract, issuing accounting documents, managing account balances and pursuing and defending against claims.
3. A Buyer who provides the Seller with personal data of its Users warrants that it has a legal basis for transferring them and that it has fulfilled the information obligation towards those persons.
4. Detailed information is contained in the Privacy Policy.
§17. Final provisions
1. Matters not regulated by these Terms and Conditions are governed by Polish law, in particular the Civil Code and the Act on counteracting excessive delays in commercial transactions.
2. Disputes arising from contracts concluded on the basis of these Terms and Conditions are submitted by the parties to the court having jurisdiction over the Seller's registered office.
3. The Buyer may not transfer rights or obligations arising from the contract to a third party without the Seller's prior written consent.
4. The Seller reserves the right to amend these Terms and Conditions. The Buyer is informed of an amendment at the email address assigned to the Business Account at least 14 days before it enters into force.
5. Orders placed before an amendment enters into force are governed by the Terms and Conditions in their previous wording. A Buyer who does not accept the amendment may terminate the contract for the provision of services by electronic means before the day on which it enters into force.
6. The Buyer may at any time, free of charge, download and save the content of these Terms and Conditions from the Online Shop website.