General Terms and Conditions B2B

General Provisions

1. These Terms and Conditions define the rights and obligations in connection with the extension of the existing business cooperation concerning the sale of goods offered by the Seller to include sales conducted via the Internet through the online B2B ordering system (hereinafter referred to as B2B). Orders in the B2B system may only be placed by customers who are entrepreneurs purchasing in connection with their business activity or by companies (legal entities).

2. The Seller is Fernity Sp. z o.o. sp. komandytowa with its registered office in Warsaw (03-885), ul. Ziemowita 59, NIP 1132818554, REGON 142651026.

Rules for Using B2B

1. The essential condition for using B2B is acceptance of these Terms and Conditions.
2. The Buyer and persons authorized by them to use B2B will receive from the Seller, via email to the address provided:
   • a) an individual company and user designation,
   • b) an individual password enabling access to B2B. Each of these persons may independently change their assigned password.
3. The B2B ordering system is available at: b2b.fernity.com

Obligations of the Buyer

1. The Buyer declares that they undertake to:
   • a) purchase goods from the Seller in their own name and on their own account for further resale,
   • b) make timely payments,
   • c) protect and keep confidential the individual password granting access to B2B.
2. The Buyer may designate persons authorized to use B2B on their behalf in the following scope (one, several, or all of the following):
   • a) viewing the price list,
   • b) placing orders on their behalf for goods via B2B,
   • c) viewing financial settlements,
   • d) viewing submitted orders.
3. The Buyer is obliged to notify the Seller in writing, by registered letter, of any changes in the composition of authorized persons referred to in item 2 or any changes in the scope of authorization, no later than 2 business days before the change takes effect.
4. The Buyer agrees to receive commercial information by electronic means.

Obligations of the Seller

1. The Seller undertakes to:
   • a) timely execution of the Buyer’s orders,
   • b) provide the Buyer with an individual company, user designation and password enabling access to B2B,
   • c) deliver the ordered goods in the manner specified in the order.

Delivery and Sales Conditions

1. Goods will be purchased in accordance with the Buyer’s order placed through B2B, containing detailed quantity and assortment specifications, which is treated as an order submitted in writing. During the order process in the B2B system, the Buyer will receive information about the delivery cost and the shortest possible delivery date.
2. The Buyer shall additionally specify in the order the method of receipt, type of transport, type of payment and payment deadline, however these specifications are not binding for the Seller and may be changed after prior notification to the Buyer.
3. Placing an order by the Buyer is equivalent to acceptance of the prices specified in B2B and other listed rules; however, this information does not constitute an offer within the meaning of the Civil Code, but an invitation to submit orders. The Seller informs that the weight stated on the product card is not the actual weight of the product but is used solely to determine shipping costs.
4. The Seller shall immediately notify the Buyer of the impossibility of fulfilling all or part of the order.
5. The delivery time of the ordered goods is determined by the Seller, taking into account the fastest possible delivery to the Buyer.
6. Lack of payment or delay in payment by the Buyer entitles the Seller to refuse to process the order or to block access to B2B without bearing any liability for the consequences of such decisions.
7. Any complaints will be handled by the Seller in accordance with applicable regulations.

Payment Terms

1. The sale of goods based on an order placed through B2B will be invoiced according to the net prices specified in B2B, applicable at the time of order submission, plus VAT.
2. Deviation from the prices referred to in item 1 may occur only as a result of mutual agreement between the Seller and the Buyer.
3. Payment for goods purchased by the Buyer shall be made in accordance with arrangements between the Seller and the Buyer defining trade credit and deferred payment terms, prepayment by bank transfer to the Seller’s account, or online payment via the PayU payment gateway.
4. Transfer of ownership occurs at the moment of payment by the Buyer for goods purchased from the Seller.
5. If the Buyer fails to meet the agreed payment deadline, statutory interest will be charged for each day of delay.
6. The Seller may assign receivables owed by the Buyer arising from the sale of goods, to which the Buyer hereby consents.

Withdrawal from the Agreement

1. Since orders in the B2B system may only be placed by entrepreneurs purchasing in connection with their business activity or by companies (legal entities), the Seller excludes the possibility of withdrawal from the agreement in accordance with the Act of 30 May 2014 on Consumer Rights.
2. The Seller may allow the Buyer to withdraw from the agreement based on individual arrangements.

Complaints

1. A complaint regarding a defect of the Goods may be submitted via the B2B system (Complaints tab), in writing to the Seller’s registered office address, or by email to hurt@fernity.com
2. The Seller is obliged to respond to the submitted complaint within 14 days of its receipt.
3. The Seller will repair or replace the goods within 14 days of accepting the complaint. The costs of repair and delivery of the goods to and from the Seller shall be borne by the Seller.

Liability

1. The Buyer and persons authorized by them, referred to in the section “Rules for Using B2B,” bear full responsibility for all consequences of orders placed by unauthorized persons using the individual password assigned to the Buyer or authorized persons.
2. The Buyer is responsible for all consequences of failing to notify of changes in the composition of authorized persons in accordance with the section “Obligations of the Buyer” item 3.

Final Provisions

1. The provisions of this agreement and the commercial terms specified in B2B constitute a trade secret, which the Seller and the Buyer undertake to maintain.
2. Disputes that may arise during the execution of the agreement and which cannot be settled amicably shall be submitted to the jurisdiction of the Commercial Court competent for the Seller’s registered office.
3. In matters not regulated by the provisions of this agreement, the relevant provisions of the Civil Code shall apply.