§1 Introduction

1. These General Terms of Delivery specify the terms of sale of goods by WITBAR SP. Z O.O. through the online sales platform located at http://witbar.irone.pl/pl/login/ and respectively through all other methods of concluding a sales or delivery agreement (by telephone, via email, in writing, or orally).
2. To make purchases through the online sales platform http://witbar.irone.pl/pl/login/, you must express your intention to create an account by telephone or via email. Registration in the service is carried out by WITBAR SP. Z O.O.. Information necessary for logging into the system will be sent to the email address provided by the Buyer.
3. The entrepreneur operating the online sales platform is WITBAR SP. Z O.O., ul. W. Bogusławskiego 5, 63-300 Pleszew, NIP:6080122730, REGON:524866165, KRS:0001027459, also referred to as the „Seller.”
4. The use of the Service is possible if the ICT system used by the Client meets the following minimum technical requirements: Microsoft Internet Explorer version 11 or newer with ActiveX, JavaScript, and Cookies enabled, or Microsoft Edge version 17 or newer with ActiveX, JavaScript, and Cookies enabled, or Mozilla Firefox version 68 or newer with Java applets, JavaScript, and Cookies enabled, or Opera version 58 or newer with Java applets, JavaScript, and Cookies enabled, or Google Chrome version 75 or newer with Java applets, JavaScript, and Cookies enabled, Safari version 13.1 or newer, and a minimum screen resolution of 1280 x 1024 pixels.

§2 General provisions

1. These General Terms of Delivery exclusively apply to all Buyers; any terms of the purchaser that conflict with or deviate from our General Terms of Delivery are not accepted by us and are not binding unless we have explicitly accepted them in writing. Our General Terms of Delivery also apply if we carry out a delivery for the Buyer without reservation despite our knowledge of the Buyer’s conflicting or deviating terms of delivery. All agreements made between us and the Buyer are included in this agreement. All additional agreements, understandings, and changes to the contract require written form to be valid (under the penalty of nullity).
2. Oral and written commitments deviating from our General Terms of Delivery require the consent confirmed in documentary form by the owner of the company or persons authorized to represent it to be valid. In addition, our representatives and employees are not authorized to conclude agreements deviating from the content of these General Terms of Delivery or to offer special terms.
3. These general terms of delivery apply exclusively to entrepreneurs.
4. Entrepreneurs are considered to be entities that, in accordance with the applicable national law of the country where they are based or have a permanent place of business, are recognized as entrepreneurs.
5. These general terms of delivery apply to every order placed by the Buyer.

§3 Offer / Offer Documentation

1. Upon logging into the sales platform, a list of goods with specifying attributes is visible.
2. The goods offered for sale and their prices do not constitute an offer within the meaning of the provisions of the Civil Code but are an invitation to enter into an agreement. This also applies to price lists sent by email or information provided orally or by telephone.
3. We reserve the right to temporarily limit the availability of goods, withdraw individual goods from the offer without giving reasons, change the technical parameters of the goods displayed, and assign goods to appropriate groups, and are not liable for the lack of goods in the offer, for interruptions in the ability to place orders, as well as for changes in the prices of goods.
4. If the order qualifies as an offer according to Article 66 of the Civil Code and 66 (1) of the Civil Code, we may accept it within 7 business days. After this period, in the absence of confirmation, the order is considered not accepted. Our lack of response to an order placed by the Buyer will in no way be considered as acceptance of that order. The provisions of Article 68 (2) of the Civil Code do not apply in this case.
5. We also reserve the right to refuse to accept the Order, without any liability on the part of our company.
6. We reserve ownership and copyright rights to drawings, patterns, calculations, and other documents. This particularly applies to written documents designated as confidential. Before disclosing them to third parties, the Buyer must obtain our written consent.

§4 Prices / Payment terms, right of set-off / right of retention

1. Our prices stated in the offer or order acceptance confirmation apply unchanged, provided that the data forming the basis of the order have not changed, for a period of up to 2 months.
2. Unless otherwise specified in the order confirmation, the prices do not include packaging fees. The offer may also include goods with a price inclusive of packaging and preparation.
3. VAT is not included in our prices. VAT will be separately specified on the invoice at the statutory rate applicable on the day of issuance, unless otherwise provided by law.
4. Subsequent changes to the order at the request of the Buyer will be reflected in the invoice.
5. Set-off of the discount from the price requires a separate explicit written agreement.
6. Unless otherwise specified in the order confirmation, the net price (without deductions) is due within 14 days of delivery, unless otherwise agreed in the order. For new Buyers (who have completed fewer than two orders), advance payment is required.
7. Unless otherwise agreed by the parties, the Seller covers the transportation costs.
8. Statutory rules regarding the consequences of delay apply herewith.
9. If, after the conclusion of the contract, it turns out that payment performance is threatened due to insufficient payment capabilities of the Buyer, in this case, we may demand advance payment, retain undelivered goods, and suspend further contract performance.
10. The above rights also apply to us if the Buyer is in default or delayed with payment relating to the same legal relationship.
11. The right of set-off is available to the Buyer only when their mutual claims have been established by a final court judgment or have been accepted by us.
12. We are entitled to assign receivables from our business contacts.

§5 Delivery Time / Delivery Delays / Force Majeure

1. The delivery time will be agreed upon between the parties each time. If the deadline is specified in calendar weeks, the last working day of the week is valid. Exceeding the delivery deadline by one week is considered permissible.
2. The start of our specified delivery time depends on clarifying any technical questions arising from the conditions specified in the order confirmation, if such questions arise. The Buyer undertakes to cooperate with us to the extent necessary to fulfill the contract.
3. Our obligation to deliver is conditional upon the timely and proper performance of obligations by the Buyer.
4. In the event of a change in the place of performance of the obligation to take delivery of goods after the conclusion of the contract, the Buyer shall bear the additional costs incurred.
5. If the Buyer delays as a creditor or breaches other obligations related to cooperation by the Buyer, we are entitled to claim damages incurred on our side, along with any additional expenses from our side. We reserve the right to assert further claims.
6. If the conditions specified in paragraph 5 occur, the risk of accidental loss or deterioration of the subject matter of the delivery passes to the Buyer from the moment the conditions specified in paragraph 4 occur, when the Buyer is in default as a creditor or delayed as a debtor.
7. We are liable for delay in accordance with the provisions of the law, if the consequences of the delay in delivery, for which the Buyer is entitled to claim damages, have rendered the performance entirely meaningless to them.
8. We are also liable for delay in accordance with the provisions of the law, if the delay in delivery is caused by our intentional breach of the contract or gross negligence. If the delay is due to transport delay and is not caused by us intentionally or as a result of gross negligence, our liability for damages is limited to the amount of the carriage, and if we deliver the goods ourselves, to the amount of the carriage that would be due for such a service.
9. We are liable for other types of delays in accordance with the provisions of the law as well, if the delay in delivery is related to our breach of one of the fundamental obligations arising from the contract, in which case, however, liability for damages is limited to foreseeable, typically occurring damages.
10. Disruptions in work and events caused by force majeure – epidemics, pandemics, strikes, work interruptions or delays in the delivery of raw materials, lack of raw materials, and similar cases both in our company and in our suppliers’ companies – release us from the obligation to deliver.

§6 Transfer of Risk

1. Upon delivery of the goods, the risk of accidental loss or damage to the goods passes to the Buyer.

§7 Buyer’s Obligation Upon Receipt of Delivery

1. The Buyer is obligated to sign and affix the company stamp on the delivery documents received from the driver, i.e., the copy of the goods receipt confirmation, the CMR waybill, and to hand over the mentioned documents to the driver. The Buyer is liable for damages incurred by us due to failure to fulfill the above obligation.
2. The Buyer may submit complaints immediately after discovering defects, and in the case of quantity shortages, no later than within 2 working days from the date of receipt of the goods.
3. Submitting a complaint requires maintaining written form or via email to the address: [email protected]
4. The complaint will be processed within 7 working days from the date of its receipt. In response to the complaint, we will also inform about the date of collection or replacement of the goods.
5. The Buyer is obligated to provide a detailed description of the complaint via email.

§8 Liability for Defects

1. The buyer’s claims for defects require that the Buyer fulfills their obligations related to examining and reporting complaints promptly upon discovering defects.
2. In the event of a qualitative defect in the ordered goods, the Buyer has the right, at their own discretion, to demand the subsequent performance in the form of the delivery of a new defect-free item (goods) or its complete replacement. In the event of defect rectification, we are obliged to bear all necessary expenses for defect rectification, especially transport costs associated with the receipt of the goods from the place of delivery.
3. Defects in parts of the delivered goods do not entitle to complain about the entire delivery unless the part of the delivery has become entirely irrelevant to the Buyer.
4. Other warranty claims for defects than those clearly indicated in paragraph 2 are excluded, and the warranty period is limited to 1 year.
5. Tortious and contractual liability is excluded except in cases where the damage caused by us is intentional.
6. A delivery that is smaller or larger by 10% than the order is considered approved, and it does not constitute a defect.
7. Liability for intentional deprivation of life or bodily harm, health damage, remains unaffected. This also applies to product liability.
8. We are not liable if a defect is discovered after further resale of our goods, unless the qualitative defect is caused by faulty production and occurs within 3 months from the date of delivery of the goods to the Buyer by us. In such a case, under the warranty, the Buyer may demand the replacement of the goods and their delivery to the place of delivery. Other warranty claims for defects are excluded.
9. Unless otherwise regulated above, our liability is excluded.

§9 Reservation of Ownership

1. We reserve ownership of the subject matter of delivery until all payments from mutual current (contractual) relationships with the Buyer have been settled; the reservation of ownership applies to the recognized balance. In the event of contradictory behavior by the Buyer, especially in the case of delayed payments, we are entitled to reclaim the subject matter of delivery. Our reclaiming of the subject matter of delivery constitutes withdrawal from the contract. After reclaiming the subject matter of delivery, we are entitled to sell it. The amount obtained from the sale will be credited to the Buyer’s obligations, after deducting the relevant selling costs.
2. The Buyer is obliged to handle the subject matter of delivery carefully. In particular, they are obliged to insure it properly against damage caused by fire, water, theft according to the new value of the item. In the event of occupation or other infringements by third parties, the Buyer must immediately notify us in writing. The Buyer is entitled to further resale of the subject matter of delivery in regular commercial transactions. 3. The Buyer hereby assigns to us the receivables now arising from the resale to the amount stated on the invoice (including VAT), which will arise from further resale to the Buyer’s customers or third parties, whether the subject matter of the delivery has been sold without or after processing. 4. The Buyer remains entitled to collect the assigned receivables as a trustee.
3. Our right to independently collect receivables is not affected by the above provision. Hereby we undertake not to collect receivables as long as the Buyer fulfills their payment obligations from the income received, does not default, and has not been subject to bankruptcy or restructuring proceedings or has ceased payments. In the event of any of the above-described situations, we have the right to demand that the Buyer inform us of the assigned receivables and the debtors of those receivables, as well as to provide necessary information for enforcement, issue related documentation, and inform debtors (third parties) of the assignment. In the event of a supplier’s delay, we are entitled to disclose the assignment.

§10 Confidentiality / Documents

1. The Buyer is not allowed to disclose to third parties any commercial, technical, or other information obtained from us unless such information is generally known or legally permissible in another way. This also applies to the period after the termination of the contract.
2. All documents provided by us, along with any copies made, shall be returned at our first request unless the Buyer is entitled to further use them.

§11 Industrial Property Rights / Copyrights

1. If the rights of third parties, especially copyrights, are infringed upon in the execution of the order, the Buyer shall be solely responsible for any infringements caused. The Buyer is obligated to indemnify us from any claims by third parties arising from such infringements.

§12 Choice of Law / Jurisdiction

1. Polish law shall govern this agreement and all legal relationships between the parties to this agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods dated April 1, 1980 („CISG”) and other international provisions regarding the sale or contracts for work shall not apply.
2. The competent court for resolving disputes arising from this agreement shall be the court with jurisdiction over the Seller’s registered office.

§13 Final Provisions

1. The agreement has been drawn up in Polish and German languages. In case of discrepancies, the content of the agreement in the Polish language shall prevail.
2. If individual provisions of this agreement are or become invalid, this shall not affect the validity of the remaining provisions.