B2B SALES TERMS AND CONDITIONS
- Scope of the B2B Sales Terms and Conditions
- Access to the B2B Store / Customer Account
- Orders
- Prices and Payment Terms
- Deliveries and Consequences of Delays
- Personal Data
- Warranties and Complaints
- Scope of Liability
- Dispute Resolution and Governing Law
Article 1 – Scope of the B2B Sales Terms and Conditions
- These B2B Sales Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) apply to all transactions between the parties involving the sale of goods that are part of the business activities of Albinex sp. z o.o. spółka komandytowa, located at Trakt Brzeski 132, 05-070 Sulejówek, Poland, NIP: 9520007013 (hereinafter referred to as the “Seller”). The Buyer may only be a business entity, i.e., an entity that conducts business activity in accordance with applicable regulations.
- The B2B store is exclusively available to optical stores and companies in the optical industry. Therefore, consumer protection laws of the European Union or any other country do not apply to purchases made in this B2B store.
Article 2 – Access to the B2B Store / Customer Account
- Access to the B2B store is granted upon prior registration of the Buyer, carried out by a person authorized to act on behalf of the Buyer.
- Registration requires completing the registration form.
- To complete the registration process, acceptance of these Terms and Conditions and the Privacy Policy is required.
- The Seller, after verifying the information provided in the registration form and ensuring that the registration meets the requirements specified in Article 2(1) of these Terms and Conditions, shall process the registration.
- The Customer Account can only be created by the Seller, who then provides the Buyer with login credentials.
- Once logged into their Customer Account, the Buyer has access to their data, order history, and saved shopping carts.
- Any issues related to the operation of the B2B store must be reported to the Seller.
Article 3 – Orders
- To place an order, the Buyer must add the selected products to the shopping cart, choose/confirm the delivery method, select/confirm the payment method, and click the button indicating order placement.
- The Buyer is responsible for the accuracy and validity of the data provided in their Customer Account.
- The product assortment available on the website does not constitute a binding sales offer but merely an invitation to submit an order request under the terms specified in the proposal.
- Placing an order does not bind the Seller, and the lack of a response shall not be considered tacit acceptance of the order. The Seller must confirm acceptance of the order before proceeding with fulfillment. If the Seller accepts the order with modifications, the Buyer is bound by these modifications unless they immediately present objections. Such objections shall be treated as the submission of a new order, subject to the same conditions as before.
- Order acceptance does not bind the Seller in cases where, due to circumstances beyond their control—especially force majeure events (e.g., natural disasters, strikes, etc.) or actions of the Buyer or third parties (including the Seller’s suppliers)—delivery and sale of the goods become impossible or excessively burdensome.
- Sales within the European Union are available only to businesses with an active VAT number. The EU-based Buyer is required to provide a valid VAT number when placing an order.
Article 4 – Prices and Payment Terms
- As shipping costs are determined individually, the sales contract is concluded only after the Buyer accepts these costs. The process involves the Seller calculating shipping costs after receiving the order and informing the Buyer of the charges. The Buyer must accept the shipping costs before the order becomes binding.
- Orders shipped outside the European Union may be subject to additional charges, such as customs duties, import taxes, customs brokerage fees, and costs for obtaining certificates of origin. The Buyer is responsible for covering these costs, which may be added to the invoice or paid directly by the Buyer to the relevant authorities. The Seller is not liable for additional import costs arising from the regulations of the destination country.
- If it is not explicitly stated whether prices are net or gross, they shall be assumed to be net prices, to which applicable taxes (including VAT) will be added at the prevailing rate.
- The standard payment method is full pre-payment before order fulfillment. In exceptional cases, the Seller may, at their sole discretion, agree on different payment terms with the Buyer. Any such individual agreements require written confirmation from the Seller.
- If the Buyer fails to collect the goods within the agreed timeframe for reasons attributable to them, the price and other payments remain due as if the goods had been delivered on time.
- The payment date shall be considered the date when the Seller’s bank account is credited. In the event of late payment, the Seller is entitled to claim statutory interest in accordance with applicable laws.
- If, after agreeing to a deferred payment, there is a justified reason to believe that the Buyer may default on their payment obligation, the Seller reserves the right to demand full or partial payment upfront or require additional security for the payment before releasing the goods.
- Any complaints, objections, or claims made by the Buyer shall not suspend the payment deadline.
Article 5 – Deliveries and Consequences of Delays
- Responsibility for the goods transfers to the Buyer at the moment they are handed over to the Carrier.
- If the Buyer collects the goods directly from the Seller’s warehouse using their own transport, responsibility transfers when the goods are handed over to the person managing the Buyer’s transportation.
- If no specific quality or packaging requirements are agreed upon, it shall be assumed that the delivered goods meet standard industry quality requirements and are packaged in accordance with applicable regulations and industry standards.
- Any packaging beyond the standard specifications, as requested by the Buyer, shall be charged at the Seller’s cost price and must be accepted by the Buyer. The Buyer may also be charged for any requested additional security or insurance of the goods during transport.
- The Buyer must inspect the shipment immediately upon delivery, including checking its quantity, condition, and compliance with the order. Any discrepancies must be noted in the transport document and reported immediately to the Carrier and the Seller in writing.
- If immediate inspection is not possible due to the type of packaging or other factors, the Buyer must at least verify the waybill, packaging integrity, labeling details, and visible damage. A full inspection must be performed as soon as possible before the goods are used.
- If defects are discovered that could not have been detected upon initial inspection, the Buyer must report them within seven (7) days from the date they could have been reasonably identified.
- Failure to report discrepancies or defects in a timely manner shall result in the Buyer losing the right to claim any compensation for defective goods or delivery issues.
- The Seller is not liable for delays caused by factors beyond their control.
- If one party becomes aware that they will be unable to meet an agreed deadline, they must immediately notify the other party and provide a new estimated completion date.
- If a significant delay occurs, the affected party has the right to terminate the contract in writing. If the delay concerns only a part of the order, the contract may be terminated only for the delayed portion.
- If delivery is delayed due to reasons beyond the Seller’s control, subsequent deliveries may also be rescheduled accordingly, and the Seller shall not be held responsible for any resulting consequences.
- If the Buyer fails to collect the goods, requiring the Seller to store them, the Buyer may be charged storage fees.
Article 6. Personal Data
- The personal data of Buyers is processed by the Data Controller [the Seller] for the purpose of executing agreements concluded within the scope of the Online Store’s operations. Providing personal data is always voluntary but necessary for the execution of a given agreement. The agreements concluded within the Online Store’s operations include:
- a) Conclusion and execution of a sales agreement,
- b) Maintaining a Customer Account following prior Registration on the Online Store’s website.
- The Data Controller requires only the personal data necessary for the proper execution of an agreement concluded within the Online Store’s operations. Personal data is processed in accordance with data protection regulations, in compliance with the implemented data protection policy, and within the scope and purpose necessary for establishing, shaping the content of, amending, or terminating the agreement, as well as for the proper execution of Services provided electronically.
- The Data Controller has implemented technical and organizational measures to secure the personal data provided by Buyers against unauthorized disclosure to persons or entities not entitled to receive such data.
- The personal data of Buyers may be shared with:
- a) A carrier or intermediary selected by the Buyer for handling shipments on behalf of the Data Controller, in the case of a Buyer who uses the Online Store’s delivery service.
- b) An accounting firm handling the Online Store’s tax settlements, in the case of Buyers who have concluded a sales agreement with the Data Controller.
- c) A company providing software for operating the Online Store or a company hosting the Online Store, to ensure the proper operation and maintenance of the Online Store.
- The entities specified in Article 6(4) receive only the data necessary for the proper execution of their services.
- The Data Controller has the right to disclose the Buyer’s personal data to entities authorized under specific legal provisions (e.g., law enforcement authorities).
- Unless otherwise provided by law, the Data Controller retains the Buyer’s personal data for as long as necessary to fulfill the purposes for which the data was collected.
- A Buyer whose personal data is processed by the Data Controller has the right to access their data, rectify it, delete it, restrict its processing, object to processing, request data portability, and file a complaint with the supervisory authority, which is the President of the Personal Data Protection Office.
- The deletion of personal data may occur as a result of the withdrawal of consent or the submission of a legally permissible objection to the processing of personal data.
- The Data Controller reserves the right to process the personal data of Buyers after the termination of the agreement or withdrawal of consent solely for the purposes of pursuing potential claims in court or if national, EU, or international law requires the Data Controller to retain the data.
- Contact with the person supervising personal data processing is possible via email at info@albinex.pl or by mail at the following address: Albinex, Trakt Brzeski 132, 05-070 Sulejówek.
- More information regarding personal data processing can be found in the Privacy Policy.
Article 7. Warranties and Complaints
- The Seller provides a 12-month warranty for the delivered products. The warranty covers defects in the product that existed at the time of sale. It applies exclusively to defects resulting from faulty material or workmanship. The Seller’s liability under the warranty is governed by Polish law unless the laws of the Customer’s country impose other obligations, provided that the Seller was informed of such obligations before the conclusion of the contract.
- To make use of the rights specified in Article 7(1), the Buyer must send information about the detected defect to the email address: reklamacje@albinex.pl. The Seller will determine, in response to the complaint, whether it is necessary to send the product to the Seller for evaluation of the validity of the claim.
- The Seller undertakes to resolve the matter promptly and to inform the Buyer of the results of the proceedings within a period not exceeding 14 days from the date of receiving the product or from the date of sending a response stating that shipping the product for inspection is unnecessary.
- In accordance with Article 558 § 1 of the Polish Civil Code, the Seller’s liability for products under statutory warranty (Polish name: rękojmia) towards the Buyer is excluded.
Article 8. Scope of Liability
- Any liability of the Seller related to the conclusion of a contract or the sale of goods, regardless of the legal basis for such liability, does not include compensation for damages concerning expected benefits, lost profits, production losses, loss of market reputation, etc.
- Any liability of the Seller related to the conclusion of a contract or the sale of goods, regardless of the legal basis for such liability, shall not, in total, exceed 100% (one hundred percent) of the net price of the goods to which the circumstances forming the basis of the Seller’s liability relate.
- The Seller shall be liable for the goods possessing specific characteristics or for their suitability for the Buyer’s intended purposes only if the Seller has provided the Buyer with a written assurance that the goods have such characteristics or that they are suitable for those purposes.
- Apart from the liability for product defects described above, the Buyer is not entitled to compensation for any damage caused by the goods (including by a hazardous product) or related to its possession or use, except for mandatory liability arising directly from non-derogable legal provisions.
- If a third party brings any claims against the Buyer that may be related to the goods sold to the Buyer by the Seller or the products related to such goods, the Buyer shall immediately notify the Seller and enable the Seller to participate in the proceedings related to such claims. Failure to do so shall exclude any liability of the Seller in connection with those claims.
Article 9. Dispute Resolution and Governing Law
- Any disputes that may arise between the parties in connection with relationships based on sales contracts or other agreements to which these Terms and Conditions apply shall be subject exclusively to the jurisdiction of the common court with subject-matter and territorial jurisdiction over the Seller.
- Every sales contract under which the Seller sells any goods to the Buyer is subject to these Terms and Conditions (provided that the Buyer has been informed of them in any form at any time or could have easily familiarized themselves with their content, and unless the parties have expressly excluded the application of all or some of these terms in writing). Additionally, to the extent not regulated by these Terms and Conditions, the relevant provisions of the Polish Civil Code and other mandatory legal regulations shall apply.
- Regardless of the provisions of these Terms and Conditions, the agreement between the parties may be modified if mandatory legal regulations are introduced, imposing additional obligations on the parties. In particular, the Seller may refer to any changes in legislation and circumstances that affect the cost of business operations or public-law charges, thereby justifying a modification of the Seller’s offer or an already concluded but not yet executed contract between the parties.
- The provisions of this agreement are severable, and if any provision is deemed invalid, the validity of the remaining provisions shall remain unaffected.