B2B Terms and Conditions

Working document. The text is a complete template for a spare parts wholesaler operating in the B2B model, but requires company data completion and legal verification before launching the store.

§1. General provisions

1. These Terms and Conditions define the rules for using the online store available at b2b.art-agro.pl (hereinafter "Store") and the rules for concluding sales contracts for spare parts for agricultural machinery through it.
2. The Terms and Conditions are the regulations for providing services by electronic means within the meaning of Article 8 of the Act of July 18, 2002 on the provision of services by electronic means.
3. The seller and owner of the Store is: [TO BE COMPLETED: full name and legal form], [TO BE COMPLETED: street and number], [TO BE COMPLETED: postal code and city], VAT ID [TO BE COMPLETED], REGON [TO BE COMPLETED], [TO BE COMPLETED: KRS number and registration court or information about entry in CEIDG].
4. Contact with the Seller: biuro@art-agro.pl, phone +48 573 777 731, Monday to Friday from 8:00 to 17:00.
5. The Store conducts wholesale sales to entrepreneurs. It is not intended for consumers, except for §12 concerning entrepreneurs with consumer rights.
6. The Buyer is obliged to use the Store in accordance with the law and good practices and not to provide content of an unlawful nature.

§2. Definitions

• Seller — the entity indicated in §1 sec. 3.
• Buyer — an entrepreneur within the meaning of Article 43¹ of the Civil Code, who has created an Account and placed an Order.
• Entrepreneur with consumer rights — a natural person concluding a contract directly related to their business activity, when from the content of this contract it follows that it does not have a professional character for them, resulting in particular from the subject of the performed activity registered in CEIDG (Article 7aa of the Consumer Rights Act).
• Account — a set of resources in the Store identified by login and password, where the Buyer's data and Order history are stored.
• Order — the Buyer's declaration of intent constituting an offer to conclude a Sales Agreement.
• Sales Agreement — an agreement concluded between the Seller and the Buyer on the terms specified in §7.
• Goods — spare parts or other products presented in the Store.
• Working days — days from Monday to Friday, excluding statutory holidays in the Republic of Poland.

§3. Technical requirements

1. To use the Store, the following are necessary: a device with Internet access, an up-to-date web browser with enabled JavaScript and cookies, and an active email address.
2. The Seller is not responsible for interruptions in the Store's operation resulting from technical reasons on the Buyer's side or telecommunications service providers.
3. The Seller reserves the right to temporary technical breaks necessary for maintenance or development of the Store.

§4. Electronic services provided

1. The Seller provides free of charge the following services: Account management, shopping cart, inquiry form, and notifications about price changes and product availability.
2. Services are provided for an indefinite period. The Buyer may at any time unsubscribe from notifications in the Account panel or request Account deletion.
3. Price and availability notifications are sent only upon the explicit request of the Buyer and expire after a single sending.

§5. Registration and Account

1. Placing an Order requires Account registration and its approval by the Seller.
2. By registering, the Buyer declares that they act as an entrepreneur and provides true company data, including VAT ID. The Seller may verify this data in public registers.
3. The Account becomes active after email verification and approval by the Seller. Wholesale prices and the ability to place Orders are available only for active Accounts.
4. The Seller may refuse to approve the Account or suspend the Account in case of providing false data, violation of the Terms and Conditions, or outstanding payments.
5. The Buyer undertakes to update company data and not to share login data with third parties. Actions performed after logging in are considered performed by the Buyer.

§6. Prices

1. Prices in the catalog are net prices and do not include VAT. Next to the net price, the gross price including VAT at the applicable rate is shown.
2. Wholesale prices are visible after logging into an approved Account. Prices may vary depending on the ordered quantity (quantity thresholds).
3. The settlement currency is Polish zloty (PLN). Prices shown in other currencies are for information only and are converted according to the rate set by the Seller; the binding price is in PLN.
4. Goods marked as "price on request" are not available for direct order — their price is provided by the Seller in response to an inquiry.
5. The Seller reserves the right to change prices. For placed Orders, the binding price is the price at the time of Order confirmation by the Seller.
6. Prices do not include delivery costs, which are provided separately in the Order summary.

§7. Placing Orders and concluding the Agreement

1. Information about Goods posted in the Store does not constitute an offer within the meaning of the Civil Code, but an invitation to conclude a contract (Article 71 of the Civil Code).
2. Placing an Order constitutes the Buyer's offer to conclude a Sales Agreement.
3. After placing an Order, the Buyer receives an email confirming its receipt for consideration. This message does not yet constitute acceptance of the offer.
4. The Sales Agreement is concluded upon confirmation of the Order by the Seller after verifying the availability of the Goods and terms of execution.
5. The Store does not support online payments. The Seller contacts the Buyer to confirm the execution date and payment method.
6. The Seller may refuse to execute the Order, in particular if the Goods are unavailable, the price or description contained an obvious error, or if the Buyer is in arrears with payments. In such case, the Seller promptly informs the Buyer and refunds the paid amounts in full.

§8. Payment

1. Available payment methods are: bank transfer based on invoice, cash on delivery upon receipt, and — for Buyers with an approved credit limit — deferred payment.
2. Payment term is [TO BE COMPLETED: number of days] days from the invoice date, unless otherwise agreed by the parties.
3. Bank details: [TO BE COMPLETED: bank name and account number].
4. The Seller issues a VAT invoice. By placing an Order, the Buyer agrees to receive invoices electronically at the email address assigned to the Account.
5. In case of late payment, the Seller is entitled to statutory interest for delay in commercial transactions and compensation for debt collection costs under the Act of March 8, 2013 on counteracting excessive delays in commercial transactions.
6. The Goods remain the property of the Seller until full payment (Article 589 of the Civil Code).

§9. Delivery

1. Delivery is carried out within the territory of the Republic of Poland via courier companies and as personal pickup at the Seller's warehouse. [TO BE COMPLETED: rules for foreign shipping, if conducted].
2. Delivery cost is provided in the Order summary. For Orders over 500 PLN net, courier delivery is free. Personal pickup is always free.
3. Execution time is counted in Working days and provided upon Order confirmation. Provided times are approximate and do not constitute deadlines referred to in Article 492 of the Civil Code.
4. Upon handing over the Goods to the carrier, the benefits and burdens related to the Goods and the risk of accidental loss or damage pass to the Buyer (Article 548 § 1 in connection with Article 544 § 1 of the Civil Code).
5. The Buyer is obliged to check the condition of the shipment upon receipt. In case of damage or shortages, the Buyer should prepare a damage report with the carrier — it is essential for claims against the carrier.

§10. Warranty and guarantee

1. In contracts concluded between the Seller and the Buyer being an entrepreneur, the Seller's liability under warranty for defects of the Goods is excluded based on Article 558 § 1 of the Civil Code.
2. The exclusion referred to in sec. 1 does not apply to Entrepreneurs with consumer rights. For them, warranty provisions and consumer rights law apply as specified in Article 7aa of that Act.
3. The Buyer being an entrepreneur loses warranty rights if they did not examine the Goods in time and in the manner accepted for goods of this type and did not immediately notify the Seller of the defect (Article 563 of the Civil Code).
4. Goods may be covered by the manufacturer's warranty. The conditions and warranty period are specified in the manufacturer's warranty document; the warranty does not exclude rights arising from mandatory legal provisions.
5. OEM catalog numbers and machine manufacturer markings are provided solely for identification of the Goods' application and do not mean that the Goods come from that manufacturer, unless explicitly stated otherwise.
6. The Seller is not responsible for consequences of incorrect selection, installation, or operation of the Goods. Installation of spare parts should be performed by qualified service.

§11. Complaints

1. Complaints should be submitted to biuro@art-agro.pl or in writing to the Seller's registered office address.
2. The submission should include: Order or invoice number, Goods designation, description of the defect with photographic documentation, and expected resolution.
3. The Seller considers the complaint within [TO BE COMPLETED: number of days, usually 14] days from receipt along with the complained Goods, if its delivery is necessary for assessment.
4. Complaints regarding the Store's operation as an electronic service are considered within 14 days from submission.

§12. Withdrawal from the contract

1. The Buyer being an entrepreneur does not have the right to withdraw from a distance contract.
2. Entrepreneurs with consumer rights have the right to withdraw from the contract within 14 days from taking possession of the Goods, without giving reasons. The withdrawal statement should be sent to biuro@art-agro.pl or in writing.
3. The right of withdrawal referred to in sec. 2 does not apply in cases specified in Article 38 of the Consumer Rights Act, in particular when the Goods were manufactured or imported according to the Buyer's specification or serve to satisfy their personalized needs.
4. Returned Goods should be complete and unused, in a condition allowing further sale. The Buyer is responsible for reduction in the Goods' value resulting from using it in a way exceeding what is necessary to establish its features and functioning.
5. [TO BE COMPLETED: optional voluntary return policy for other Buyers — whether the Seller accepts returns, within what period, and at whose cost].

§13. Liability

1. The Seller's liability towards the Buyer being an entrepreneur is limited to actual damage and does not exceed the net value of the Order to which the claim relates. The Seller is not liable for lost profits, machine downtime, or indirect damages.
2. Limitations in sec. 1 do not apply to damages caused intentionally and to Entrepreneurs with consumer rights.
3. Neither party is liable for non-performance of obligations caused by force majeure, understood as an external event impossible to foresee and prevent.

§14. Personal data

The principles of personal data processing are described in Privacy Policy.

§15. Copyright

1. The Store's content, including descriptions, photos, and catalog layout, is protected by law. Copying and commercial use require the Seller's consent.
2. Trademarks of machine and parts manufacturers belong to their owners and are used solely for identification of the Goods' application.

§16. Out-of-court dispute resolution

1. The provisions of this paragraph apply only to Entrepreneurs with consumer rights.
2. Information on out-of-court complaint handling and claims is available from provincial inspectors of the Trade Inspection and on the website of the Office of Competition and Consumer Protection (uokik.gov.pl).
3. Using these procedures is voluntary and requires consent of both parties.

§17. Final provisions

1. In matters not regulated by the Terms and Conditions, Polish law applies, in particular the Civil Code.
2. The competent court for disputes with the Seller is the court competent [TO BE COMPLETED: court competent for the Seller's registered office — this clause does not bind Entrepreneurs with consumer rights].
3. The Seller reserves the right to change the Terms and Conditions for important reasons, in particular changes in law or scope of services provided. Buyers with Accounts are informed about changes at least 14 days in advance at the email address assigned to the Account.
4. Changes to the Terms and Conditions do not apply to Orders placed before their entry into force.
5. If any provision of the Terms and Conditions is invalid, the remaining provisions remain in force.
6. The Terms and Conditions are also available in English. The English version is for information only — in case of discrepancies, the Polish version is binding.

The Terms and Conditions are effective from [TO BE COMPLETED: date].