Terms and conditions

TERMS AND CONDITIONS OF THE B2B PURCHASING PLATFORM

GENERAL TERMS AND DEFINITIONS

These Terms and Conditions set out the rules and conditions for the provision of services by electronic means, including the use of the B2B Platform, as well as the rights, obligations, and liability conditions of the Seller and the Customer.
These Terms and Conditions do not apply to consumers, who do not have access to the B2B Platform.
The Terms and Conditions are binding for all commercial transactions (supply and sales agreements) concerning Products conducted via the B2B Platform.
By starting to use the B2B Platform, the Customer accepts these Terms and Conditions.
The Terms and Conditions are available on the B2B Platform website at https://www.e-klimas.com.
General terms of contracts or similar conditions, as well as regulations applied by Customers, do not apply in legal relations with the Seller.
The content of the B2B Platform constitutes an invitation to conclude a contract within the meaning of Article 71 of the Civil Code. Therefore, placing an Order by the Customer by submitting the Form does not constitute an immediate conclusion of a contract. The sales contract for the Product is concluded only after the Seller verifies the availability of the ordered Products. The automatically generated order registration confirmation in the Platform system (order status: placed) is merely a confirmation of the entered content.

DEFINITIONS specified in the Terms and Conditions mean:

Terms and Conditions means these Terms and Conditions of the B2B Platform;
Platform or B2B Platform means the online sales platform for Products provided by the Seller to its Customers, operated by the Seller at https://www.e-klimas.com, which can only be used by business entities (entrepreneurs) after registration;
Seller means the owner of the B2B Platform, KLIMAS Spółka z ograniczoną odpowiedzialnością, 42-233 Kuźnica Kiedrzyńska, ul. Wincentego Witosa 135/137, NIP: 573-240-86-54;
Reseller means an entrepreneur as a natural person, a legal person, or an organisational unit without legal personality, which has legal capacity granted by a separate law, who sells their products to Customers via the B2B Platform; in terms of using the Platform by the Reseller (sales), the provisions of the Terms and Conditions regarding the Seller shall apply accordingly to the Reseller.
Customer means exclusively an entrepreneur understood as a natural person, a legal person, or an organisational unit without legal personality, which has legal capacity granted by a separate law, who, in the course of their business activity, orders or purchases Products from the Seller using the B2B Platform. Customers also include partners of a civil partnership in the scope of their business activity.
Administrator means the Customer personally or a duly authorised person on behalf of the Customer who is responsible for placing orders and managing the Customer’s account on the Platform; a Customer may have only one Administrator account on the B2B Platform.
Product means products sold on the B2B Platform that are offered by the Seller.
Agreement means a distance contract concerning the purchase of a Product, concluded as a result of the Customer placing an Order on the Platform and its acceptance by the Seller.
Order means the sale and delivery of Products conducted by the Seller for the Customer as a result of the Customer submitting an Order Form on the Platform and its acceptance by the Seller.
Order Form means an electronic communication tool that allows the Customer to place a purchase request for a Product via technical means within the B2B Platform.
Business Day means a day from Monday to Friday, between 8:00 AM and 4:00 PM, excluding public holidays and Saturdays.
Communication Channel means an electronic communication tool that enables the exchange of information between the Seller and the Customer in the course of using the B2B Platform, particularly email.

PLACING ORDERS

The Customer may place Orders via the Order Form 24 hours a day, 7 days a week.
The Order Form should include a list of Products and their quantities. The minimum total value of a single Order must not be less than PLN 300 net (in words: three hundred zlotys) – logistical minimum.
The delivery (transport) cost within Poland for a single Order with a minimum net value of PLN 500 (in words: five hundred zlotys) shall be covered by the Seller, whereas the delivery (transport) cost for a single Order below the net amount of PLN 500 (in words: five hundred zlotys) shall be borne by the Customer.
The Order Form is accepted automatically.
The Customer agrees, without any negative consequences for the Seller, that the Order may be partially fulfilled due to the unavailability of a given Product from the Seller, about which the Seller will inform the Customer no later than on the date of Order delivery. Partial fulfilment of the Order may result in the total value falling below the logistical minimum, which may lead to the Customer being charged transport costs.
The Administrator manages the Customer’s account on the Platform, including the ability to independently create an unlimited number of accounts for the Customer’s employees; the Administrator is also obliged to keep the Customer’s account data updated and protect Confidential Information as defined in the Terms and Conditions.
The Administrator is responsible for all Orders placed by all employees of the given Customer, meaning, in particular, that the Administrator is obliged to continuously update and manage access for the Customer’s employees authorised to purchase Products sold on the B2B Platform.
During the Customer’s registration process on the B2B Platform, when creating the Administrator account, the Customer declares and confirms that the Administrator is duly authorised to perform actions in accordance with the Terms and Conditions. The Customer bears sole responsibility for submitting incorrect or false registration data, including full responsibility for the actions of persons using the account who perform activities in accordance with the Terms and Conditions, as confirmed by accepting these Terms and Conditions.
During the Customer’s registration process on the B2B Platform, the Seller may grant a trade credit for Products, the amount of which will depend, in particular, on the existing trade credit granted by the Seller to the Customer within distribution channels other than the B2B Platform.
If the Customer places one or more Orders exceeding the currently granted trade credit by the Seller, the Order(s) will be fulfilled under the conditions set out in these Terms and Conditions only up to the amount of the trade credit. Any part of the Order(s) exceeding the trade credit amount will be processed based on a separate VAT invoice payable in advance, with the reservation that, in such a case, the Customer may request the Seller to increase the trade credit limit via the Communication Channel before placing the Order, in accordance with the procedure specified in section 11 below.
The Seller shall be released from the obligation to fulfil Orders and may refuse to issue already ordered Products to the Customer if the trade credit limit is exceeded or if payment for outstanding amounts is delayed by more than 10 days.
The Seller may change the amount of trade credit on a given Customer’s account on the Platform, which will take effect once the Administrator of the given Customer receives an appropriate notification from the Seller via electronic means. The Seller shall not be liable for outdated or incorrect trade credit amounts displayed on the Customer’s account on the Platform.
Despite exercising due diligence in describing the Products on the B2B Platform, it may happen that a given Product description is incomplete or incorrect – in such a case, the description will be corrected immediately, and the Seller shall not be liable for outdated or incorrect descriptions displayed on the Platform.

ORDER IMPLEMENTATION TERMS

The moment of conclusion of the contract (Order) is the moment when the Seller confirms the acceptance of the Order to the Customer.
The delivery date (for the whole or part of the given Order) provided on the B2B Platform defines the approximate date of execution within +/- two working days, unless the exact execution date has been explicitly determined by the Seller as binding.
If, for reasons not attributable to the Seller, the Customer terminates or withdraws from the contract (the execution of the given delivery under the Order), the Customer may be charged costs related to the order execution amounting to 50% gross of the value of the given delivery (Order), payable within 14 days from the date of withdrawal or termination. Regardless of other provisions of the Terms and Conditions, the Seller has the right to claim supplementary compensation from the Customer under general principles.
The Seller has the right to withdraw from the given Order if the delivery, which is to be executed according to the Order, is impossible or impeded in the following cases:
- the delivery is impossible or made difficult due to reasons attributable to the Customer;
- if the Customer, upon the Seller’s request, has not paid the advance or deposit on time or has not provided adequate payment security before delivery;
- for reasons beyond the Seller’s control, the planned execution date of the given Order has been extended by at least 7 days.
In case of delay by the Seller in executing the given delivery by more than 30 working days, the Customer has the right, at their discretion, to set an additional delivery date or withdraw from the given delivery by submitting a relevant written statement, to be confirmed by the Seller via the Communication Channel to the email address: dws@wkret-met.com
Unless expressly agreed otherwise, the costs and risks of shipping, transport, and insurance of the Products within the Order to the Customer shall be borne by the Customer. The Seller shall not be responsible for damages incurred during transport. The Customer will report damages arising during transport directly to the shipping company.
The Customer is obliged to immediately check the quantity, quality, and items of the delivery upon receipt of the Order. Any discrepancies, shortages, or defects must be reported to the Seller immediately in electronic form through the Communication Channel, following the complaint procedure as outlined by the Seller at: https://www.e-klimas.com/reklamacje, with the condition that any discrepancies, shortages, or defects regarding the goods or quantities should be reported within 3 (three) days from the date of receipt of the given Order, failing which they will be deemed correct. Material defects are subject to the provisions of point 14 below.
If the Customer fails to fulfill or properly fulfill the obligations specified in the Terms and Conditions, particularly with respect to the acceptance or payment conditions, the Seller has the right, at their discretion, to: suspend the execution of further deliveries within the B2B Platform or obligations towards the Customer until the Customer settles the obligations, terminate or withdraw from the delivery, impose contractual penalties in accordance with the Terms and Conditions, request compensation for damages, and charge statutory interest.
The subject of the Order remains the property of the Seller until full payment of the invoice amount and any interest due for the execution of the given Order. Unless otherwise specified, the payment term for invoices is set to 7 days from the date of issue, and prices are always provided on the Platform as net amounts, excluding VAT. VAT invoices are equivalent to a payment request under the provisions of the Civil Code.
The Customer may not offset their receivables with the Seller’s receivables from the Customer without the Seller’s written consent.
As a rule, the subject of delivery (Products) within a given Order cannot be returned to the Seller. In exceptional cases, the subject of delivery (Products) can be returned to the Seller at the Customer’s expense only upon prior approval from the Seller via the Communication Channel. The intention to return the subject of delivery must be reported to the Seller via the Communication Channel to the email address: dws@wkret-met.com within 2 working days from the date of execution of the given Order. If the return is due to reasons attributable to the Customer, the Seller has the right to charge the Customer a return handling fee of up to 50% of the original value of the Order. The subject of the return must be unused and in its original, undamaged packaging.
The Seller is not liable for non-performance or improper performance of electronic services if it is caused by third parties, particularly telecommunications operators, providers of telecommunications links, e-commerce service providers necessary for the functioning of the Platform, or electricity suppliers.
The Seller is entitled to interruptions or disruptions in providing electronic services and the availability of the B2B Platform website if the reason is:
- modification, modernisation, expansion, or maintenance of the Seller’s IT system or software;
- force majeure, actions or omissions of third parties, or actions beyond the Seller’s control.
For transactions covered by the B2B Platform, the Customer and Seller exclude the application of the Seller’s liability for defects in the Products (Art. 558 § 1 of the Civil Code). The Seller is only liable for defects arising from faulty execution of the Products or material defects for a period of 24 (twenty-four) months from the date of receipt of the given Order. The costs of disassembly, reassembly, and delivery of the Products to the Seller shall be borne solely by the Customer, with the exception that if the complaint is accepted, the delivery of new Products will be at the Seller’s cost. The Seller’s liability for the subject of the delivery or the losses incurred by the Customer due to the use of the subject of the Order shall not exceed the equivalent of the original sales price of the complained Product.

TRANSACTION SECURITY AND CONFIDENTIALITY

Confidential Information as defined in the Terms and Conditions includes information related to and arising from the Customer’s use of the Platform, particularly the technical, technological, financial, commercial, legal, and organisational data contained in the Agreement, Order, and Order Form, which have been transmitted via the Communication Channel and marked by the Seller as confidential. In the absence of such marking, the Parties agree that Confidential Information includes price lists, discount amounts granted, trade credit value, Order values, Customer account data: name, surname, company name, email address, position, phone number, order history, and information on outstanding payments, the disclosure or use of which in a manner contrary to the provisions of these Terms and Conditions may harm the Seller’s interests or cause damage or expose the Seller to harm.
For the purposes of these Terms and Conditions, Confidential Information shall not include:
- information which, before the Customer registers on the B2B Platform or uses the B2B Platform, has been or will be made public in a manner other than due to a breach of the Terms and Conditions;
- information which the Customer or Seller is required to disclose by law or by a ruling from a competent court, decision, or another act by a public authority, to the extent strictly necessary for the required disclosure, provided that the Customer or Seller obligated to disclose promptly notifies the other Party in writing of such an obligation and consults the content of the disclosure;
- information to which the Customer or Seller has previously agreed to disclose in writing under the penalty of invalidity.
Subject to prior written consent under penalty of nullity or provisions of separate documents between the Parties, the Customer and their staff, particularly: Administrators, employees, and representatives, undertake:
- not to copy, transcribe, photograph, photocopy, or otherwise reproduce any part of the Confidential Information;
- not to disclose Confidential Information or its source, in whole or in part, to the public, or disseminate Confidential Information in any other way;
- not to use Confidential Information for purposes other than those necessary for the proper fulfilment of the objectives of the Seller and the Customer as defined in the Terms and Conditions;
- not to disclose Confidential Information or its source, in whole or in part, to any third party without the Seller’s consent. Such consent must be given in writing under penalty of nullity.

The Client or Seller further agree to limit the circulation of Confidential Information within their own organisation, except for what needs to be disclosed to the necessary extent for the mutual cooperation within the use of the B2B Platform. The Client or Seller will also inform their staff, including in particular: employees, representatives, and advisors, of the obligations arising from the Terms and Conditions.

The Terms and Conditions regarding the protection of Confidential Information will apply to the Client from the date of registration of the Client on the B2B Platform throughout the use of the B2B Platform, and the obligations arising from paragraph 4 above will also apply for 24 months after the termination of the cooperation within the use of the B2B Platform by the Client.

Each disclosure or use by the Client of Confidential Information in a manner that violates the provisions of the Terms and Conditions shall obligate the Client to pay a contractual penalty of PLN 20,000 (in words: twenty thousand Polish zlotys), where the Seller may also seek compensation under general principles, regardless of seeking the payment of the above-mentioned contractual penalty.

PROCESSING AND PROTECTION OF PERSONAL DATA

In order to fulfil the obligations arising from Article 28 of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter referred to as the “Regulation”, the Client entrusts the Seller with the processing of personal data specified below as part of the use of the B2B Platform, and the Seller undertakes to process the data in accordance with the law and these Terms and Conditions (entrusting the processing of personal data).
The Seller, as the data controller of the Client’s personal data, will process personal data only to the extent specified in paragraph 7 below and for the following purposes:
- execution of the Order (contract);
- marketing purposes: automated profiling (marketing automation), including for marketing communication via electronic, telephone, and SMS means;
- tax-related activities (e.g. issuing invoices).
The Client’s personal data, in the scope of contract execution and for marketing purposes including automated profiling (marketing automation), including for marketing communication via electronic, telephone, and SMS means, and tax-related activities (e.g. issuing invoices), have been obtained through available forms on the Seller’s website https://www.e-klimas.com or in another way that is unambiguous for the Client through directly filling out a form by the reporting person.
The Client declares that the personal data entrusted to the Seller is processed in accordance with the Regulation and other applicable laws and that they are entitled to entrust the processing of personal data. The Client declares that the nature of the personal data entrusted for processing does not include special categories of personal data as defined in Articles 9-10 of the Regulation.
Personal data will be made available through electronic records and entered into the B2B Platform.

The Client declares that the personal data entrusted to the Seller is processed in accordance with the Regulation and other applicable legal provisions and that the Client is authorised to entrust the processing of personal data. The Client declares that the nature of the personal data entrusted for processing does not include special categories of personal data specified in Articles 9-10 of the Regulation.

Personal data will be provided through electronic records and entered into the B2B Platform.

The scope of personal data entrusted to the Seller includes names, surname, address, email address, phone number, VAT identification number, and the position or office held, which will be entrusted to the Seller in connection with the fulfilment of the Order.

Personal data will be processed by the Seller on a continuous basis. The Client’s consent for processing includes the recording, organising, structuring, storing, retrieving, using, adapting, and combining personal data, as well as other activities the Seller deems necessary in connection with the fulfilment of the Order and for the purposes specified in the Terms and Conditions. Personal data may be processed electronically.

Before processing personal data, the Seller must:

take protective measures for personal data referred to in Article 32 of the Regulation, in particular considering the state of technical knowledge, cost of implementation, nature, scope, context, and purposes of processing, as well as the risks of infringing the rights or freedoms of individuals with varying probabilities and degrees of harm. The Seller is required to apply technical and organisational measures to ensure the protection of processed personal data, ensuring a security level corresponding to the risk. The Seller should, where appropriate, document the application of these measures and update them in agreement with the Client;
ensure that each individual acting on the Seller’s behalf who has access to personal data processes it solely on the Seller’s instructions, within the scope and for the purposes defined in the Terms and Conditions and for the purpose of fulfilling the Order;
keep a record of all categories of processing activities carried out on behalf of the Client, as referred to in Article 30(2) of the Regulation, and provide it to the Client upon request.

The Seller ensures that individuals with access to processed personal data maintain confidentiality regarding the data and security measures. This obligation to maintain confidentiality also applies after the fulfilment of the Order and termination of the use of the B2B Platform.

The Seller and the Client each commit to assisting each other in fulfilling the obligations set out in Articles 32-36 of the Regulation.

In the event of suspected personal data breaches, the Seller or the Client, as applicable, undertake mutual obligations:

to provide information about the personal data breach within 24 hours of its detection, including the information referred to in Article 33(3) of the Regulation,
to provide all information necessary to notify the affected individual in accordance with Article 34(3) of the Regulation, within 48 hours of detecting the breach.

The Seller and the Client each undertake to assist each other, through appropriate technical and organisational measures, in responding to requests from individuals regarding the exercise of their rights set out in Articles 15-22 of the Regulation. In particular, the Seller and the Client commit to preparing and providing the necessary information to fulfil a request from an individual, within 3 business days of receiving the request.

The Seller and the Client each undertake to comply with any guidelines or recommendations issued by a supervisory authority or the EU advisory body for personal data protection, particularly regarding the application of the Regulation.

The Seller and the Client each commit to promptly informing the other about any legal proceedings, particularly administrative or judicial actions, related to the processing of entrusted personal data, any administrative decision or ruling concerning the processing of entrusted personal data directed to the Party, and any inspections or audits related to the processing of entrusted personal data conducted by a supervisory authority.

The Client allows the possibility of subcontracting the processing of entrusted personal data to the Seller’s subcontractors (sub-processors). If the Seller intends to subcontract the processing of personal data to its subcontractors, it must inform the Client in advance of the intention to subcontract, the identity (name) of the entity to whom the data processing will be subcontracted, and the nature, scope, purpose, and duration of the subcontract. Unless the Client objects within 7 days of notification, the Seller will be authorised to subcontract the processing.

In the case of subcontracting the processing of personal data, the subcontracting will be based on an agreement under which the subcontractor (sub-processor) will be obliged to perform the same duties imposed on the Seller under these Terms and Conditions.

The Client will have direct rights under the subcontracting agreement with the subcontractor (sub-processor). If the subcontracting agreement is terminated or dissolved, the Seller will inform the Client within 7 days of the termination or dissolution of the agreement.

The Seller may not transfer entrusted personal data to entities located in countries outside the European Economic Area.

The Client is entitled to verify the Seller’s compliance with the data processing principles set out in the Regulation and these Terms and Conditions by requesting information about the entrusted personal data.

Upon the termination of cooperation through the cessation of use of the B2B Platform, the Seller, depending on the Client’s decision, will delete or return the personal data received and delete any existing copies.

ELECTRONIC INVOICES

The legal basis for issuing and sending invoices in electronic form is Article 106n of the VAT Act.
The Seller issues and sends invoices in electronic form, ensuring their authenticity of origin and integrity of content.
The format of electronic invoices is a PDF (Portable Document Format) file.
The Client, by accepting these Terms and Conditions, gives consent to the Seller to issue and send invoices in electronic form via the Communication Channel.
The Client submits a properly completed and signed acceptance form through the Seller’s representative or sends it to the address: ul. Wincentego Witosa 135/137, Kuźnica Kiedrzyńska 42-233 Mykanów.
Each electronic invoice will be delivered via the Client’s specified email address and on the B2B Platform. The moment of receipt of the electronic invoice by the Client will be considered the moment the invoice appears on the Client’s account on the B2B Platform at https://www.e-klimas.com.
The Client is entitled to withdraw consent in writing sent to the above address of the Seller’s registered office. If the Client withdraws consent, the invoice issuer loses the right to send invoices in electronic form to that Client from the day following the notification of withdrawal of consent.
Electronic invoices will be delivered to those Clients who have consented to receive them.

COMMUNICATION CHANNELS AND ELECTRONIC DATA TRANSMISSION

During use of the B2B Platform, both the Seller and the Client will use email as part of the Communication Channels. However, both parties acknowledge that it is not possible to guarantee the full security or accuracy of electronic data transmission. Such information may be intercepted, damaged, lost, or destroyed. It may be delayed in reaching the recipient or be incomplete. It may also be subject to other adverse effects or may not be secure to use. Therefore, although both the Seller and the Client are committed to using appropriate virus detection mechanisms before transmitting information electronically, it is understood that these mechanisms do not guarantee that transmitted information will be virus-free.
The Seller and the Client are responsible for protecting their own interests in electronic data transmission, and neither the Seller nor the Client or their successors will have any obligations towards each other based on any legal grounds, including breaches of these Terms and Conditions, due to any errors, damage, data loss, or deficiencies resulting from transmitting information electronically or relying on information received through such transmission.

FURTHER SELLER

The Seller, as the owner of the B2B Platform, may make third-party products (Further Sellers) available for sale to Clients within the Platform.
The rules for registration and use of the B2B Platform are governed by a separate agreement concluded between the Seller and the Further Seller.
When offering products from Further Sellers for sale, relevant data and information will be visible to Clients in the product description on the B2B Platform and during the Order placement.
All Order processing for the sale of Further Seller products within the B2B Platform is handled by the Seller, and the provisions of these Terms and Conditions apply accordingly.

FINAL PROVISIONS

If any provisions of the Terms and Conditions are or become invalid or ineffective, it does not affect the validity of the remaining provisions of the Terms and Conditions (severability clause). In matters not regulated by these Terms and Conditions, the provisions of the Civil Code apply.
Notwithstanding other provisions of the Terms and Conditions, the Seller and the Client exclude the Seller’s liability for lost profits. In no event shall the Seller be liable for damages caused by third-party actions, force majeure, including atmospheric discharges, natural forces, or other environmental factors exceeding permissible values stated in the technical documentation of the Products forming part of the Order.
The Seller reserves the right to amend these Terms and Conditions, informing the Client of such changes, which will take effect upon sending the relevant information to the Client’s Administrator via the Communication Channel, including a summary of the changes to the Terms and Conditions.
In case of disputes, they will be resolved by the Polish common court appropriate for the Seller’s registered office, adjudicating according to Polish law.
These Terms and Conditions come into force on 06.06.2019.

Kuźnica Kiedrzyńska, 06.05.2019.