ART. 1  GENERAL PROVISIONS

 

§ 1.

These General Terms and Conditions (GTC) have been established pursuant to Article 384 and subsequent provisions of the Civil Code - consolidated text: Journal of Laws 2014, item 121 - (K.C.)

§ 2.

The GTC apply to contracts for the sale of goods and/or services concluded by SUNGBOO Spolka z ograniczona odpowiedzialnoscia, ul. Chemiczna 14, 22-100, Chelm, entered into the National Court Register maintained by the LUBLIN-WSCHOD DISTRICT COURT IN LUBLIN WITH ITS REGISTER IN SWIDNIK, 6TH COMMERCIAL DIVISION OF THE NATIONAL COURT REGISTER under the KRS number: 0000029870, REGON number: 110030881, NIP: 5650000702, e-mail address: info@sungboo.pl (Seller) with contractors (Buyers) concluding these contracts for purposes directly related to their business activities.

§ 3.

Before placing an order, the Buyer should provide the Seller with copies of documents confirming his status as an entrepreneur (KRS) or an extract from CEDIG, a certificate of assignment of the NIP and REGON numbers, and also notify the Seller of any changes.

§ 4.

In the event of the sale of goods and/or services to natural persons – Consumers within the meaning of the provisions of the Civil Code, then the GTC apply only to the extent that applies to (Consumers).

§ 5.

The GTC are available on the website www.sungboo.pl and, at the Buyer's request, can be sent to his address in electronic or paper form.

§ 6.

It is assumed that the signing of the contract or the placing of an order by the Buyer and acceptance of the delivered goods and/or services means the acceptance and acceptance of the GTC without reservations.

§ 7.

If the Buyer remains in permanent commercial relations with the Seller and the GTC have been accepted by the Buyer in the manner specified in Art. 1 § 6 of the GTC, it is assumed that they will be applied throughout the entire period of the parties remaining in permanent commercial relations.

§ 8.

The Buyer is obliged to verify the suitability of the ordered goods and/or services for their intended use.

§ 9.

The Buyer is authorized to use the Sungboo trademark/logo in a manner consistent with the law. In particular, the Buyer is not authorized to modify, remove or cover this trademark placed on the goods purchased from the Seller.

 

ART. 2  CONCLUSION OF THE AGREEMENT

 

§ 1.

Any commercial information of an advertising and marketing nature, regardless of its form, does not constitute an offer within the meaning of the provisions of the Civil Code.

§ 2.

The contract is concluded by both parties signing the jointly negotiated text of the contract or by submitting, agreeing and accepting an offer, as referred to in Art. 2 § 4 - § 9 of the General Terms and Conditions.

§ 3.

The agreement concluded by signing the jointly negotiated text of the agreement by both parties is effective from the date of signing the agreement or from another date indicated in this agreement by the parties.

§ 4.

The conclusion of the contract by submitting, agreeing and accepting the offer requires that the Buyer submits an order to the Seller each time - in writing - by e-mail or via the purchasing functions on the website www.sungboo.pl. The order should specify the price, type and quantity of the ordered goods and/or type and scope of services and the date of their delivery and/or performance. It is assumed that the order is placed and signed by a person authorized to place orders on behalf of the Buyer.

§ 5.

To be valid, each order must be immediately, no longer than within 7 working days, confirmed by a person authorized to represent the Seller, confirming the acceptance of all conditions specified in the order, in particular the date of delivery of the goods and/or provision of the service and the price.

§ 6.

The Buyer may not cancel or change a properly confirmed order without the Seller's consent.

§ 7.

Any changes to the terms of the order must be made in accordance with the procedure specified in § 4 and § 5 in order to be valid.

§ 8.

The contract is concluded upon sending the order confirmation by the Seller, except for the situation described in § 7.

§ 9.

In the case referred to in Article 6 § 4, the contract is concluded upon receipt by the Seller of the order confirmation containing the current price of the ordered goods and/or services.

§ 10.

The Seller is not responsible for the consequences of errors made in the content of the order placed by the Buyer.

§ 11.

The Buyer may not assign the rights arising from the concluded sales agreement for goods and/or services to third parties without the written consent of the Seller.

 

ART. 3  ORDER COMPLETION TIMES

 

§ 1.

The order fulfillment period starts on the day indicated in the contract or order confirmation.

§ 2.

Delivery and/or order fulfillment dates and other sales terms may change, also after the Buyer has placed an order for goods and/or services, in particular as a result of force majeure and other circumstances beyond the Seller's control, and as a result of changes in the market situation and current commercial terms related to, among others, the Seller's relations with entities cooperating in the scope of the Seller's performance of contracts. The Buyer will be immediately informed of any change in the delivery and/or order fulfillment date and other sales terms.

 

ART. 4  DELIVERY, RECEIPT OF GOODS AND/OR SERVICES, COMPLAINTS, WARRANTY

 

§ 1.

The goods are collected at the Seller's warehouse, at the Buyer's expense and risk. It is possible for the Seller to commission the delivery of goods to the Buyer.

§ 2.

If the Buyer organizes the transport of the ordered goods, the carrier selected by him must be reported to the Seller and accepted by him before shipment. The cost of transport is covered by the Buyer.

§ 3.

It is assumed that the delivery of goods is made at the moment of their handover to the Buyer or the carrier indicated by him.

§ 4.

It is assumed that this service is performed at the moment the Buyer signs the handover document.

§ 5.

The Buyer is obliged to collect the ordered goods and/or services. Failure to collect the goods and/or services does not release the Buyer from the obligation to pay the full price.

§ 6.

At the time of receipt of the shipment organized by the Seller, the Buyer / Consumer is obliged to thoroughly check the condition of the external packaging in the presence of the courier. If the Buyer / Consumer notices external damage to the shipment or has reservations about the quantity of the delivered goods or the contents of the shipment, the Buyer / Consumer should draw up a damage report in the presence of the courier, including a description and photos of the shipment. Of the two identical copies signed by the courier, one should be sent to the Seller, the other remains with the Buyer / Consumer. In such a case, the Seller will initiate the complaint procedure with the carrier
.

§ 7.

In justified cases, it is possible to file a quantitative or qualitative complaint. This should be done within 3 working days of receiving the goods. The complaint can be sent using the address details or the message form available in the "Contact" tab. You can also use the "COMPLAINT FORM" available in the "Complaints" tab for this purpose. The complaint will be considered immediately, but no later than within 14 days of its receipt.

§ 8.

The consumer has the right to file a complaint based on the provisions on warranty. The entity responsible for any defects is the Seller. Legal basis: Article 588 § 1 of the Civil Code.

 

ART. 5  TRANSFER OF RISK AND RESERVATION OF OWNERSHIP

 

§ 1.

The risk of loss or damage to the goods passes to the Buyer upon handover of the goods to the carrier, but no later than when the goods leave the Seller's warehouse.

§ 2.

The goods remain the property of the Seller until the full payment of the price resulting from the sales invoice issued by the Seller for this goods.

§ 3.

The Buyer is obliged to handle the goods properly and to take out, at his own expense, full insurance against fire, flood, theft, destruction or damage.

§ 4.

The buyer may not encumber the goods with any rights in favour of third parties.

§ 5.

The Buyer is obliged to immediately inform the Seller about enforcement proceedings being conducted against the Buyer during which the goods may be seized by an enforcement body.

 

ART. 6  PRICE AND PAYMENT TERMS

 

§ 1.

The sale of goods and/or services takes place according to the prices applicable on the day of order confirmation covered by the Seller's price list. In the event that the price list does not cover the goods and/or services covered by a given order, the sale takes place at a mutually agreed price in writing.

§ 2.

The prices indicated in the price list or agreed by the parties are valid only for the execution of a given order, unless the parties agree otherwise in writing.

§ 3.

All prices established and made available by the Seller are net prices valid in the Seller's warehouse, EXW Chełm (INCOTERMS 2000).

§ 4.

The Seller reserves the right to change the prices specified in the price list in the event of changes in exchange rates and other factors influencing the price. In such a case, the Buyer will be informed in the order confirmation about the current price of the ordered goods and/or services.

§ 5.

The form of payment is a bank transfer to the Seller's account. The costs of bank transactions are borne exclusively by the Buyer / Consumer, also referred to in this paragraph as the Customer.

In addition, the Seller provides the possibility of making online payments. The entity providing online payment services is PayPro S.A. Pastelowa 8, 60-198 Poznań, operator of the brand "PRZELEWY24". 

In the event of the need to return funds, the Seller shall refund the payment within 14 days using the same payment method used by the Customer, unless the Customer has expressly agreed to another method of refund that does not involve any costs for him/her.

If the Customer chooses to pay by bank transfer, electronic payment or payment card - the order processing time is counted from the date of crediting the Seller's bank account.

A consumer who has concluded a distance contract or an off-premises contract has the right to withdraw from it without giving any reason within 14 days.

§ 6.

The terms and other payment conditions agreed in accordance with Article 2 of the General Terms and Conditions apply.

§ 7.

The moment of payment of the price is the receipt of funds to the Seller's account.

§ 8.

In the event of delay in payment of the price, the Seller is entitled to charge statutory interest and suspend the delivery of goods and/or provision of services until the entire price has been paid, increased by the statutory interest due for the period of delay in payment.

§ 9.

The Buyer is excluded from the possibility of offsetting receivables against receivables resulting from contracts concluded with the Seller.

 

ART. 7  GUARANTEE

 

§ 1.

The warranty is valid for a period of 3 months from the date of receipt of the goods by the Buyer, unless the warranty conditions attached to the goods provide otherwise.

§ 2.

The Seller will notify the Buyer about the method of settling the claim and the date of repair or replacement of the goods within 14 days of receiving the warranty claim.

§ 3.

The Seller may waive the deadline for fulfilling warranty claims if there are disruptions in the operations of his company due to import/export restrictions and/or other legal regulations or other unforeseeable circumstances.

§ 4.

The warranty does not cover:

• damages that are not the fault of the Seller, and are caused in particular by: fire, liquid flooding, or other external factors;
• defects resulting from improper transport, storage and use, in particular use of the goods contrary to their intended purpose;
• wear and tear resulting from normal use of the goods;
• irt resulting from opening/using the product.

§ 5.

The warranty becomes null and void if its terms are breached, in particular if:

• the proof of purchase of the goods will be impossible to read in terms of the data contained therein or if their content has been changed in any way;
• persons other than the Seller have interfered with the goods, in particular they have made alterations, changes or repairs;

§ 6.

The Seller's liability under the warranty is limited to the warranty period indicated above and is limited to the value of the goods determined according to the transaction price on the date of purchase and does not include the right to claim reimbursement of lost profits in connection with product defects, in particular it does not include compensation for loss of time, temporary inability to use the goods, inconvenience and related to filing warranty claims, inconvenience or costs. The Seller is not liable for damage caused by damaged or defective goods.

§ 7.

After the warranty period, all repairs performed by the Seller are paid repairs. The cost of delivering the goods for repair is covered by the Buyer
.

 

ART. 8  LIMITATION OF LIABILITY

 

§ 1.

Any liability of the Seller towards the Buyer and third parties is excluded to the fullest extent permitted by applicable law.

§ 2.

The tortious and contractual liability of the Seller towards the Buyer and third parties is excluded, subject to the mandatory provisions of the Civil Code.

§ 3.

The Seller's liability towards the Buyer and third parties for any damage that may have been caused intentionally is limited to the unit price of the goods that caused the damage - shown on the Seller's invoice. This liability also does not include the right to demand reimbursement of lost profits, nor liability for indirect damages.

§ 4.

In particular, the Seller shall not be liable for damage caused by inappropriate or unprofessional use, normal wear and tear, incorrect or negligent use, and in particular for the consequences of unprofessional modifications undertaken without the consent of the Seller or repair work carried out by the Buyer or third parties.

§ 5.

The Seller is not responsible for any functional deficiencies of the goods resulting from the incorrect selection of the goods by the Buyer, who should carefully review and verify whether the functionalities offered by the Seller's goods meet his needs before making a purchase.

§ 6.

The Seller shall not be liable for any claims of third parties arising in connection with the Buyer's use of the goods, nor for the use of the goods by unauthorized third parties to the detriment of the Buyer.

§ 7.

The Seller shall not be liable for any obligations of the Buyer towards third parties.

§ 8.

In the event that a third party initiates legal proceedings against the Seller with a claim for damages incurred by that person in connection with the goods and/or services, the Buyer undertakes to join the legal proceedings on the Seller's side, if permitted by law, and to support the Seller in the course of such proceedings and to pay all amounts related to such proceedings, including compensation, court costs and costs of legal representation, etc.

§ 9.

The Seller shall not be liable for the Buyer's failure to obtain any permits required by law.

 

ART. 9  RETURN OF GOODS

 

§ 1.

The purchased goods may be returned under the terms specified below, subject to Art.6 § 5.

§ 2.

Only goods may be returned:

• purchased by the Buyer no earlier than 90 days after the expiry of the;
• in its original state (Original State), i.e. the goods are intact to the state in which they were released from the Seller's warehouse;
• in a condition that allows for restoration to the original condition, with all costs associated with restoration to the original condition being borne by the Buyer;
• for which there is a high probability of its re-sale by the Seller to other Customers within a period not longer than 30 days.

§ 3.

The goods for return, along with the reason for return, should be reported via the contact details available in the "Contact" tab. The basis for initiating the goods return procedure is the original proof of purchase - VAT invoice.

§ 4.

The Seller will start the goods return procedure immediately after it is handed over by the Buyer and it will be completed no later than within 30 days from the date of receipt.

§ 5.

The Seller reserves the right to refuse the return of goods in the event that:

• It is not possible to restore the goods to their original condition;
• the goods have been withdrawn from the Seller's offer (the applicable product offer is the Seller's offer published at www.sungboo.pl).
• the product was produced in a special version not subject to standard product rotation.

§ 6.

The final decision regarding the acceptance or refusal of the return of the goods is made by the Seller within the time specified in § 4, about which the Buyer is notified electronically.

§ 7.

Unless the return of the goods is not the fault of the Seller, the costs associated with transporting the goods to the Seller's warehouse are borne by the Buyer.

§ 8.

Goods sent without meeting the requirements referred to in §2 and §3 of this article will not be accepted into the Seller's warehouse and will be returned to the Buyer at his expense.

§ 9.

If you agree to return the goods, it will be settled with a correction invoice.

 

ART. 10  CORRESPONDENCE - ADDRESS

§ 1.

The Parties undertake to notify each other of any change of address. In the event of failure to notify the other party of the change of address, correspondence delivered to the previously indicated address shall be deemed delivered and shall produce all legal effects contained therein.

§ 2.

Any correspondence between the Seller and the Buyer via email is considered to have legal effects provided that the message contains the following elements: the sender's email address, the date and time of sending the message, the sender's name and surname. Anonymous messages will be considered invalid.

 

ART. 11  CONFIDENTIALITY CLAUSE / TRADE SECRET

 

§ 1.

Without the consent of the Seller, the Buyer has no right to disclose to third parties any information covered by trade secrets and obtained as a result of business contacts.

§ 2.

Any information and materials (Confidential Information) provided to the Buyer by the Seller and not publicly available should be treated as confidential, in particular data relating to the technical solutions used by the Seller, codes, documentation related to the parties' commercial contacts, information about contractors, the economic and legal situation of the Seller.

§ 3.

The Buyer is obliged to prevent disclosure of Confidential Information by current and future employees, collaborators, partners, as well as after termination of the employment relationship (termination of cooperation with the Buyer).

§ 4.

Notwithstanding the above, the Buyer is obliged to immediately restore the legal status and prevent further breaches of Confidential Information.

§ 5.

The Buyer undertakes to:

• use Confidential Information only in a manner consistent with the Terms and Conditions;
• to keep all Confidential Information confidential and not to disclose or transfer it to third parties;
• taking all measures to ensure the security of Confidential Information.

§ 6.

The confidentiality obligation does not apply where:

• Confidential information is or has become publicly known in a way other than as a result of a breach of the T&Cs;
• The Confidential Information was previously known to the Buyer from other sources, which is proven beyond any reasonable doubt, both as to the time and the source of obtaining the Confidential Information;
• the obligation to make Confidential Information available to third parties results from applicable legal regulations. The Buyer is obliged to immediately inform the Seller of receiving the above-mentioned request, unless the transfer of such Confidential Information is prohibited by law or the decision of the entity requesting the disclosure of Confidential Information. The above-mentioned notification should be sent, if possible, before the disclosure of Confidential Information to the entity authorized to submit such a request;
• The Buyer wishing to disclose Confidential Information must have the written consent of the Seller specifying the scope and subject of the consent granted.

§ 7.

The obligation to maintain confidentiality is valid for an indefinite period. The performance or other termination of the legal relationship between the Parties does not result in the termination of the obligations described in this paragraph.

 

ART. 12  FORCE MAJEURE

 

The Seller shall not be liable for failure to perform or improper performance of obligations arising from the contract for the sale of goods and/or services, provided that the failure to perform or improper performance of obligations is caused by circumstances beyond the Seller's control, despite exercising due diligence (force majeure). The circumstances referred to in the above sentence include in particular: acts of nature, disturbances in collective life, including strikes and riots, official actions, unfulfilled cooperative deliveries from the Seller's suppliers and other events that are unforeseeable, inevitable and have serious consequences. The occurrence of such events releases the Seller from the obligation to meet the obligations in the concluded contracts for the duration of the disruption and within the scope of its impact. The Seller undertakes to inform the Buyer about the situation as soon as possible and to do everything in its power to fulfill its obligations based on the principle of good faith, to the extent that the conditions of the situation allow it.

 

ART. 13  PERSONAL DATA

 

§ 1.

The Buyer agrees to provide the Seller with their personal data and to process them only for purposes related to the legal relations regulated in the GTC, in accordance with the Act of 29 August 1997 (consolidated text Journal of Laws of 2002 No. 101 item 926, as amended) on the protection of personal data.

§ 2.

The Buyer has the right to access their personal data and the right to correct them. The provision of personal data by the Buyer is voluntary.

§ 3.

The Seller will not transfer the Buyer's personal data to other entities. This data may be made available to entities authorized to receive it under applicable law, in particular to judicial authorities.

§ 4.

If the Buyer's personal data does not come from the Buyer, the Buyer has the right:

• submitting a written, reasoned request to cease processing of his/her personal data due to his/her possible special situation, in the case of processing personal data for the purpose of performing tasks specified by law carried out for the public good, or fulfilling legally justified purposes realized by the Seller;
• object to the processing of his/her personal data for marketing purposes or to the transfer of personal data to another data controller – the Seller will not process this personal data for marketing purposes or transfer it to another data controller.
•  

ART. 14  SALVATORY CLAUSE

 

§ 1.

If any provision of the T&Cs is deemed invalid, illegal or becomes unenforceable for any reason, the remaining provisions of the T&Cs will be fully binding and effective as if the T&Cs were in force without such invalid, illegal or unenforceable provision. The invalid provisions will be replaced by the relevant provisions of Polish civil law.

§ 2.

If the scope of the established invalidity or unenforceability makes it impossible to achieve the purpose, the Seller and the Buyer undertake to immediately start negotiations in good faith in order to replace the invalid or unenforceable provision with such a valid and effective provision that will correspond to the intention regarding such replaced provision to the greatest possible extent.

 

ART. 15  FINAL PROVISIONS

 

§ 1.

The Parties agree that changes to the GTC made by the Seller do not require an annex and that they produce legal effects from the moment of their publication on the website www.sungboo.pl

§ 2.

In other matters not regulated by the T&Cs, the provisions of Polish law shall apply, in particular the Civil Code. Any disputes shall be resolved in accordance with the wording of the T&Cs on the day of filing a claim.

§ 3.

Any disputes arising from the GTC will be resolved amicably, and in the event of failure to reach an agreement, all disputes will be resolved by a Polish court with subject matter and local jurisdiction for the Seller's registered office.

§ 4.

The binding language in communication between the Parties is Polish.