General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE

§1 General Provisions

1. These general terms and conditions of sale define the rights and obligations of the parties in connection with the sales agreement concluded via the b2bprocera purchasing platform available at https://b2b.procera.pl/ or through orders placed by customers who have an active account on the b2bprocera purchasing platform via e-mail, by phone or in person, at the registered office of PROCERA Sp. z o.o.
2. The terms used in these General Terms and Conditions of Sale have the following meanings:
a) GTCS – these General Terms and Conditions of Sale, constituting an integral part of the sales agreement;
b) Seller – PROCERA Sp. z o.o. with its registered office in Częstochowa, at 123 Wały Dwernickiego Street, 42-202 Częstochowa, registered by the District Court in Częstochowa, XVII Commercial Division of the National Court Register, under KRS 0000959144, REGON 36585544000000, NIP: 5732871168.

c) Client – an entrepreneur concluding a contract with the Seller for the sale of a product offered by the Seller via the b2bprocera platform available at https://b2b.procera.pl/, directly related to his professional or business activity, for whom the contract is of a professional nature. The Client may execute the Orders personally or through its authorized employees, representatives or proxies. In the case of execution of orders by the Client through its employees, representatives or proxies, the Seller considers these persons to be authorized to perform these activities on behalf of the Client and is not responsible in the event of their acting without authorization or exceeding the scope of authorization.
d) b2bProcera Platform - b2bProcera platform available at https://b2b.procera.pl/, intended exclusively for wholesale purchases by Customers, through which the parties conclude a sales agreement,
e) Order - an offer to conclude a sales agreement for the Seller's goods offered on the b2bProcera Platform, within the meaning of the Civil Code, submitted to the Seller by the Customer via the b2bProcera Platform or through orders placed by customers who have an active account on the b2bProcera Purchasing Platform via e-mail, by phone or in person, at the registered office of PROCERA Sp. z o.o.
f) Product – a product offered by the Seller on the b2bProcera Platform.

3. Due to the nature of the business and the adopted sales model via the b2bProcera Platform, the Seller excludes the possibility of concluding a sales agreement via the b2bProcera platform available at https://b2b.procera.pl/ address with consumers and with the so-called non-professional entrepreneurs (natural persons for whom the agreement would be directly related to their business activity, if the content of this agreement would indicate that it would not have the right for them of a professional nature, resulting in particular from the subject of their business activity, made available on the basis of the provisions on the Central Registration and Information on Business) exercising the rights provided for consumers. The Seller reserves the right to verify whether the entrepreneur registering an account on the b2bProcera Platform conducts business activity in such a subject that would indicate that the agreement concluded with the Seller via the b2bProcera Platform is of a professional nature. The Seller will refuse to register an account on the b2bProcera Platform to entrepreneurs for whom the purchase through the b2bProcera Platform would not be of a professional nature.
4. The condition for the execution of the Order (regardless of the form of placing the Order) is the prior registration of an account on the b2bProcera Platform, which takes place by filling in the registration form by the Client, in particular by providing the NIP number, company name, address and contact details (e-mail, telephone number) in order to enable quick contact in the event of e.g. the execution of the order requires additional contact with the Client, and at the same time requires the Seller to make the verification referred to in paragraph 3 above. Registration is free and does not involve any costs. Registering an account makes it easier for the Client to place subsequent Orders and track the history of Orders. The Seller excludes the possibility of executing Orders for entrepreneurs who have not previously registered on the b2bProcera Platform.
5. If the Seller has any doubts regarding the authorization of a given person to place Orders on behalf of the Client, the Seller may demand that the Client send an authorization for this person to place Orders on behalf of the Client, under pain of suspension by the Seller of the execution of the Orders.
6. By sending the completed registration form by the Customer and registering on the b2bProcera Platform, the Client accepts these GTCS.

§ 2 Sale agreement

1. The content of the sales agreement is specified in the Customer's Order made via the b2bProcera Platform or in any other form permitted in accordance with these GTCS and in these general terms and conditions of sale, which constitute an integral part of the sales agreement concluded between the parties.
2. Placing an Order by the Client via the b2bProcera Platform in any other form, acceptable in accordance with these GTCS, is tantamount to the Client's acceptance of the terms and conditions of these GTCS.
3. Subject to clause 4, the sales agreement is concluded upon receipt by the Seller of the Customer's Order placed via the b2bProcera Platform.
4. For important reasons, the Seller may refuse to execute the Order, of which the Seller will notify the Client immediately after receiving the Order. In such a case, the sales agreement is considered not concluded and the Client may not formulate any claims against the Seller in this respect. The important reasons referred to in the first sentence are considered in particular justified doubts as to the performance of the contract by the Client, including the scope including payment for the Order, unavailability of the Product/Products being the subject of the Order or indication by the Seller in the offer of an incorrect price of the Product, when this price grossly deviated from market realities and it is obvious that it was the result of an obvious mistake of the Seller.
5. Customer purchases Products through the b2bProcera Platform for resale in the Polish Republic or abroad, in its own name and on its own account.
6. Acceptance of these GTCS by the Client is tantamount to his declaration that no bankruptcy or arrangement proceedings are pending against him and there are no premises causing the need to open the above-mentioned proceedings. In the event of the occurrence of premises causing the need to open bankruptcy or arrangement proceedings, the Client undertakes to immediately notify the Seller of this fact.

§ 3 Order

1. Placing an Order by the Client with the Seller is possible in the following way:
a) via the b2bProcera Platform, which is the Seller's preferred method of placing Orders. The Seller reserves the right to determine preferential pricing conditions for some of the Products selected by the Seller ordered through the b2bProcera Platform over Orders placed in the manner specified in letters b – d below. After the Customer has placed an Order via the b2bProcera Platform, the Customer will receive an Order confirmation to the email address (indicated when registering an account on the b2bProcera Platform).
b) by phone, at 34 3000 359 / 34 3000 349.
c) via e-mail, to the following address: biuro@procera.pl.
d) in person, at the Seller's office.
2. Placing an Order by the Client in one of the methods indicated in section 1 letters b – d requires prior registration of an account on the b2bProcera Platform and acceptance of these GTCS.
3. Placing an Order by the Client, regardless of the manner of performing this action specified in clause 1, is tantamount to acceptance of GTCS, which constitute an integral part of the sales agreement concluded between the Seller and the Client.
4. Orders can be placed 24 hours a day throughout the year. Orders placed after 3:30 p.m. and orders placed on Saturdays, Sundays and holidays will be processed by the Seller on the next business day.
5. The Seller reserves the right to unilaterally cancel the Order in the event of finding the lack of the Product or in the event that it cannot be fulfilled for other reasons, and within 48 hours from placing the Order it is not possible to contact the Client. In such a case, the sales agreement is considered not concluded and the Client may not formulate any claims against the Seller in this respect.
6. In the case of Orders executed with a date later than the current date (the so-called pending orders), the final value of the Order is determined on the basis of the prices of the Products valid on the date of preparation of the shipment with the full Order by the Seller. If on the date referred to in the preceding sentence, the price of the Product is higher than its price applicable on the day of placing the Order by the Client, the Client is entitled to cancel the Order no later than until the shipment of the goods, i.e. until the Seller hands over the shipment with the Order to the shipping or forwarding company. In such a case, the sales agreement is considered not concluded and the Client may not formulate any claims against the Seller in this respect.
7. Orders placed by the Clients are processed by the Seller in the order in which they are received.
8. Subject to paragraph 9 below, the Order may be cancelled by the Client until the goods are shipped, i.e. until the Seller hands over the shipment with the Order to the shipping or forwarding company. Once the goods are shipped, the Order cannot be cancelled.
9. The Seller excludes the possibility for the Clients to cancel orders placed according to the Client's individual specifications, personalized orders and orders for products not available in the Seller's offer on the b2bProcera Platform.
10. The Seller provides for the possibility of granting the Client a discount on the Order, depending on the Client's turnover as part of transactions concluded with the Seller. The discount granted by the Seller is discretionary. The Client is not entitled to a claim for a discount by the Seller. Detailed information on the Seller's discount policy is provided after contacting the Customer Service Department.
11. The Seller reserves the right to a situation in which it will not be able to complete the Order in full within the time limit specified in these GTCS. In this case, the Client has three alternative options: partial execution of the Order, extension of the deadline for the execution of the Order (provided that the Product/Products are available from the Seller within a reasonable period of time) or cancellation of the Order in its entirety. The second sentence of paragraph 5 above shall apply accordingly.

§ 4 Product

1. The subject of the Order are the Products offered by the Seller on the b2bProcera Platform.
2. Product prices are only visible to logged-in users, i.e. Customers with an account on the b2bProcera Platform who have logged in to the https://b2b.procera.pl/login website. The prices of the Products included in the price list made available by the Seller on the b2bProcera Platform are net prices and will be increased by the applicable VAT. The seller reserves the right to change the prices specified in the price list. Subject to § 3 section 6 of these GTCS, the change of prices after placing the Order by the Client shall not affect the value of the Order already placed.
3. Product photos posted on the b2bProcera Platform may slightly differ in appearance and color from reality, which may result, among other things, from the screen parameters and system settings on the website visitor's device. The seller is not responsible for any discrepancies in this respect. They also cannot give rise to any claims, including warranty claims.
4. The Products are sold in full packaging. In the case of purchasing a batch of Products in incomplete packaging, the Seller may add the costs of repackaging to the value of the Order.
5. The Seller shall attach a written instruction for use to each Product. The Client is obliged to read this document. The Customer shall also provide the User of the Product with an up-to-date manual for use of the Product.

§ 5 Payments

1. Payment for the Order is possible in the following forms:
a) Payment in cash in the event of collection of the Order by the Client at the Seller's office (applies only to Orders whose total value does not exceed PLN 15,000 gross).
b) Prepayment made by transfer in PLN to the Seller's account No. 56 1050 1142 1000 0090 3108 6326 kept at ING Bank Śląski. At the customer's request, he can receive a pro-forma document, on the basis of which he can make a prepayment.
c) Payment with deferred payment date – payment in PLN by bank transfer to the Seller's account No. 56 1050 1142 1000 0090 3108 6326 kept at ING Bank Śląski, within the deadline specified in the VAT invoice.
d) Cash on delivery – the goods are sent by a courier company, and the payment is made to the courier at the time of receipt of the package.
2. If the Client chooses the form of payment indicated in section 1 letter b, failure to pay within 14 days from the date of placing the Order results in automatic cancellation of the Order. In such a case, the sales agreement is considered not concluded and the Client may not formulate any claims against the Seller in this respect.
3. If the Client places an Order for Products according to an individual specification or if the Client carries out the delivery on their own, i.e. through a forwarding or transport company of their choice, payment for the Order is possible only in the form of prepayment.
4. If the Client chooses the form of payment indicated in section 1 letter b and makes a prepayment, depending on the availability of the Products indicated in the Order, the final value of the transaction may be different from the amount specified in the Order and paid by the Client in the form of prepayment. In such a case, the amount indicated on the VAT invoice remains binding for the Parties. If the amount indicated on the VAT invoice is lower than the amount of the prepayment, the difference between these values will be returned to the Client within 7 days from the date of issuing the VAT invoice. If the amount indicated on the VAT invoice is higher than the amount of the prepayment, the Client is obliged to pay the difference within the payment date specified in the VAT invoice.
5. The Client agrees to the transfer or disposal by the Seller of the receivables due to him from the Client, in particular those covering the amount due for the Order and other services related to the execution of the Order, to third parties and covering them with financial services such as receivables insurance or factoring.
6. Payment for the Order should be made in accordance with the deadline on the VAT invoice. In the event of failure to make a timely payment, the Seller reserves the right to cancel the discount granted for the Order and suspend the execution of subsequent Orders until the Client settles the payment.
7. In the event of failure to meet the deadline for payment of a VAT invoice, steps may be taken to enforce the receivables. Failure to pay the invoice on time will result in the Seller taking actions aimed at enforcing the receivables, including sending a request for payment to the Client, entering the debtor into the National Register of Debtors and taking court and debt collection actions.
8. In the transfer title, the Client should indicate the VAT invoice number to which the payment relates.
9. If the Client chooses the form of payment referred to in section 1 letter d, the Client additionally bears the cost of the collection service.
10. The payment amount includes the value of the Order and transport costs, for which the Client receives a VAT invoice. The cost of transport is covered by the Client in the amount determined in accordance with the applicable price list available to Customers logged in to the b2bProcera Platform, except for Orders with a place of delivery located outside the territory of Polish, in the case of which the transport costs are each time determined individually.
11. If, for reasons attributable to the Client, additional transport costs arise related to e.g. failure to collect the goods due to lack of cash (in the case of cash on delivery), absence of the recipient of the goods at the time of delivery of the parcel, etc., these costs shall be borne entirely by the Client.
12. The sales document issued by the Seller is a VAT invoice. VAT invoices are sent by the Seller electronically to the e-mail address provided by the Customer when registering their company on the b2bProcera Platform or will be available in the Customer's individual account on the b2bProcera Platform, with the possibility of downloading the file to their device and printing them on their own. At the Client's request, the VAT invoice can be provided by the Seller in paper form, however, this requires the Client to place a request next to each order in the "comments" field.
13. The Seller, in the event of any doubts as to the Client's fulfilment of the obligation to pay for the Order (if the Client chooses the option of payment with a deferred payment date), may make the execution of the Order dependent on the Client's prepayment.
14. All public and legal dues related to the Order shall be charged to the Client, unless the Parties have agreed otherwise or otherwise result from the provisions of the mandatory law.

§ 6 Transition of the risk of accidental loss or damage to the Product

1. The risk of accidental loss or damage to the Product passes to the Customer when the Seller hands over the Product to the carrier or forwarder responsible for transporting the shipment to the Customer.
2. The effect referred to in paragraph 1 occurs both when the Product is transported to the Client by a carrier cooperating with the Seller, as well as when the Client organizes this transport on its own.
3. The Seller is not responsible for any damage to the Product caused during its transport to the Client, unless the damage results from reasons attributable to the Seller.

§ 7 Execution and transport of the Order

1. The ordered Products are delivered to the Client by a forwarding or transport company.
2. Forwarding or transport companies cooperating with the Seller operate on the basis of their own terms and conditions, which are available on the websites of individual forwarders or carriers.
3. The cost of transport is covered by the Customer. The fee for transport with the place of delivery located in Polish is PLN 12 net for each Order, and if the Client chooses cash on delivery – PLN 14 net. In the case of an Order with a place of delivery located in Polish, the total value of which exceeds PLN 3,000.00 (in words: three thousand zlotys), the transport is free of charge, whereby the decisive factor in this case is the total value of the Products finally sent to the Client and indicated on the VAT invoice, and not the total value of the Products resulting from the Order (any differences in this respect may result, for example, from the unavailability of specific Products indicated in the Order). In the case of an Order with a place of delivery located outside the territory of Polish, the transport fee is determined individually each time.
4. At the Client's request, the delivery of the Order is possible through a forwarding or transport company not cooperating with the Seller, provided that the Client pays for the Order in the form of a prepayment. In such a case, the Client commissions such a company to deliver the Order on its own and at its own expense. Collection of the parcel from the Seller is possible only at the Seller's office.
5. As a rule, goods are delivered on the next working day following dispatch. The seller is not responsible for the extension of the delivery date referred to in the preceding sentence. In matters related to the timeliness of delivery of parcels, the Client should contact the local branch of the forwarding or transport company carrying out the delivery of the Order.
6. Subject to sections 7 and 8, if there are no obstacles to the execution of the Order, the Seller shall send the parcel with the Order within 7 working days, counting from:
– the date of placing the Order, if the form of payment is cash on delivery, on receipt of goods or payment with deferred payment date,
- the date on which the payment for the Order is credited to the Seller's account in full, if the payment option in the form of prepayment is selected.
7. In the case of Orders carried out according to the Client's individual specification, the Order execution time is approximately 21 working days from the moment the payment is credited to the Seller's bank account. This date is indicative and may change, depending on the availability of the Product in the manufacturer's warehouse. Extension of this period does not entitle the Client to resign from the execution of the Order or to formulate any claims in this respect.
8. The Order execution time may be extended in the event of sudden economic fluctuations (e.g. a sudden increase in orders) or in the event of circumstances beyond the control of the Seller preventing the shipment of the goods within the time limit indicated in paragraph 6 above.
9. The Seller shall not be liable for any damage to the Client resulting from the execution of the Order and delivery at a later date than indicated in paragraph 6 above.
10. Orders placed after 3:30 p.m. are considered orders placed the next day.
11. A working day is considered to be the time from Monday to Friday, excluding holidays.
12. In a situation when the Client cannot collect the parcel on the next working day after sending, he should inform the Seller and at the same time the representative of the forwarding or shipping company delivering the Order about this fact and provide a convenient date and preferred time of collection of the parcel with the Order. In the case referred to in the preceding sentence, the cost of transport may change, which is entirely borne by the Client.
13. The Client will be charged with transport costs for shipping and returning the goods to the Seller if he does not collect the sent Order and the shipment with the Order is returned to the Seller. In the case referred to in the preceding sentence, the Client is obliged to sign a correction invoice for the uncollected Order and pay the above-mentioned transport costs within 2 days from the date of receipt of the correction invoice.
14. The parcel with the Order is sent to the address provided by the Client when placing the Order. The parcel can be sent both to the Client's registered office and to any other address in the Republic of Poland, indicated by the Client in the Order. Paper invoices for the purchased goods may be delivered to a place other than the place being the delivery address, and for this purpose, the Client, in the period preceding the shipment of the Order, is obliged to inform the Seller about the address to which the documents are to be sent.
15. In the case of personal collection, Orders can be collected from the Seller's warehouse from Monday to Friday from 08:00 to 15:00, excluding holidays.
16. In the case of personal collection, it is required that the person collecting the goods, who is not the owner of the company or its representative (in accordance with the information disclosed in publicly available registers) to which the VAT invoice was issued, has an appropriate authorization to collect the Order for the Customer.
17. On own collection, the goods are delivered to the door of the Seller's warehouse.
18. It is possible for the customer to collect the goods prepared on a pallet.
19. In the case of orders with a net value of less than PLN 200 with shipment to an address other than the Client's address, an additional logistics fee of PLN 20 net will be added to the value of the Order.
20. After receiving the parcel with the Order, the Client is obliged to check its content in the presence of the courier/representative of the forwarding/transport company, both as to the quantity of goods and its condition, under pain of losing the possibility of formulating claims against the Seller related to the damage caused during the transport of the Order.
21. In the event of a discrepancy between the received parcel and the placed Order or with the VAT invoice documenting the Order, the Client is obliged to draw up a discrepancy/damage report with a representative of the forwarding or shipping company. In such a case, the Client should inform the Seller within 3 working days about the non-compliance of the parcel with the Order or the VAT invoice documenting the Order and within 7 working days send the damage/discrepancy report to the Seller. The above deadlines are counted from the date of receipt of the shipment.
22. The Seller is not responsible for inconsistencies with the placed Order or with the VAT invoice documenting the Order, which will not be found in the discrepancy/damage report drawn up with the representative of the forwarding or shipping company.
23. The Seller is not responsible for any damage caused during the transport of the shipment with the Order due to the fault of the forwarding or transport company or the fault of third parties. In the event of shortages or damage to the goods during transport, pursuing possible claims for damage caused by the Seller's fault is conditional on the preparation of a damage/discrepancy report by the Client with a representative of the forwarding or transport company, unless it was objectively impossible to find such damages/deficiencies at the time of delivery and within the time limit enabling the preparation of this report.
24. In the case of collection of the Order by the Client at the Seller's premises in person or through an authorized representative, when collecting the goods from the Seller's warehouse, the Client or his authorized representative is obliged to check the goods in terms of quantity and quality, otherwise they will lose the possibility to formulate claims related to this (unless it was objectively impossible to find quality deficiencies in the goods at the time of collecting the goods from the warehouse). The Seller is not responsible for any discrepancies arising after the receipt of the goods by the Client.
25. If, in accordance with the Client's instruction, the delivery of the Order is carried out directly to the address of the Client's contractor, the Client is obliged to inform this contractor about the obligations of the recipient of the shipment and the rules for raising objections indicated in sections 12-13 and sections 20-23 above. Any omissions of the Client's contractor in the performance of these obligations and rules, or their improper performance, shall be borne by the Client.

§8 Return of products

1. Subject to paragraph 2, the Client is not entitled to return the Products covered by the Order.
2. In exceptional situations, the Seller may agree to the return of the Product/Products covered by the Order by the Client, provided that the Client receives a request in this regard within 7 days from the date of receipt of the shipment with the Order/collection of the Order at the Seller's office. The Seller's consent to the return of the Product/Products covered by the Order by the Client is discretionary and requires a written form under pain of nullity.
3. In the case referred to in paragraph 2, regardless of the written consent of the Seller, the return of the Product/Products covered by the Order by the Client is possible if the following conditions are met jointly:
a) The returned goods must not show signs of use, they must contain all the elements with which they were delivered (in particular the original packaging, which must also not be damaged). In the case of decorations or any modifications on the goods, the goods are considered used and the return will not be accepted.
b) The Client is obliged to organize transport of the goods subject to return to the Seller's headquarters on their own, at their own expense and at their own risk.
c) Refund of payment in the amount corresponding to the value of the returned goods is possible only if the Client sends back a signed correction invoice for the returned goods.
4. If the conditions indicated in paragraphs 2 and 3 above are met, after verification of the condition of the returned goods, the Seller will return the payment to the Client in the amount corresponding to the value of the returned goods within 7 working days from the moment of receipt of the correction of the VAT invoice signed by the Client, to the bank account indicated by the Client.
5. The Seller does not accept shipments (returns) from the Clients without prior consent referred to in paragraph 2. Goods that show signs of use or do not contain all the elements with which they were delivered (in particular the original packaging) are not returnable.

§9 Warranty and liability for defects

1. If the Client is an entrepreneur within the meaning of the Civil Code, the Seller's liability under the warranty is excluded on the basis of Article 558 § 1 of the Civil Code.
2. For a Procera Product (a Product in which the Seller is identified as the manufacturer), the Seller – as the guarantor – warrants the Product for a period of 12 months, unless the documentation accompanying the Product provides for a longer warranty period. In the case of Products of other brands (Products in which the manufacturer or importer is an entity other than the Seller), the warranty is provided for the period provided for in the documentation attached to these Products.
3. The warranty periods referred to in paragraph 2 are counted from the date of receipt of the Product by the Customer.
4. The Guarantor provides a warranty only in the scope of manufacturing defects inherent in the Product, which will be revealed during the warranty period.
5. The Seller's liability under the warranty excludes in particular: non-factory modifications or changes to the Product, repairs of the Product on its own or by third parties, removal or change of serial numbers of the Product, use of the Product in a manner contrary to its purpose and manufacturer's recommendations, use, storage or maintenance of the Product contrary to the instructions for use, mechanical damage occurring during use, damage resulting from the properties of the materials used in the Product and constituting a normal consequence of use (e.g. leather dyeing), abrasion of shoe linings, damage related to wear and tear of the Product during use, damage resulting from the Product not matching the individual characteristics of the user or to the conditions in which the Product was used, damage resulting from external factors, including weather conditions.
6. The warranty does not cover parts or components of the Product that wear out under normal use, and does not cover replacement parts, including insoles, laces, locks, zippers, SPIN-Pro mechanisms, shoe strings.
7. The Client loses the rights under the warranty in a situation where, despite the occurrence of an obvious defect, the Client will use the Product, which will contribute to the deterioration of its technical condition.
8. A complaint about the Product is possible only in writing, i.e. by sending a signed complaint to the address of the Seller's registered office or in electronic form, i.e. by sending an e-mail containing the complaint to the e-mail address: reklamacje@procera.pl. The entity entitled to file a complaint about the Product is only the Client. Any complaints submitted by other entities, including the Client's contractors, further distributors or users of the Products, do not have any legal effect and will not be considered by the Seller.
9. The complaint should include:
a) exact designation of the Product which is the subject of the complaint, in particular its trade name, type and number of pieces, batch number (LOT) on the Product, unit or collective packaging,
b) indication of the number and date of the sales document (VAT invoice),
c) indication of the Product defect,
d) indication of the date when the Product defect was revealed,
e) precise indication of the circumstances in which the defect of the Product was revealed.
10. A complaint application that does not contain the elements or conditions indicated in sections 8 and 9 above will be rejected by the Seller, without consideration.
11. The Product which is the subject of the complaint is delivered by the Client to the Seller's registered office on its own and at its own expense. Cash on delivery shipments will not be accepted. The Seller reserves the right to consider the complaint on the basis of the complaint and photographic documentation sent by the Client, showing the Product and its defects, which are the subject of the complaint, and the Client may use this possibility only if the Seller, after receiving the complaint notice, expressly notifies the Seller about it, in writing or electronically (under pain of nullity).
12. The condition for the Seller to proceed with the consideration of the complaint is that the Client delivers the Product in a clean and dry form. Otherwise, complaints will be rejected by the Seller without consideration.
13. Complaints are considered by the Seller through its authorized representative responsible for handling complaints. Each complaint is considered according to the individual assessment of the person referred to in the preceding sentence. The Seller excludes the possibility of considering complaints or assessing their legitimacy based on documents from third parties, including expert opinions, expert opinions, etc.
14. The standard time of considering a complaint is 14 days from the date of receipt by the Seller of the Product which is the subject of a correctly completed and sent complaint or from the date of receipt of photographic documentation in the case indicated in section 11, third sentence. The Seller stipulates that in some cases this time may be extended, about which the Client will be informed in advance. The Seller will inform the Client about the manner of considering the complaint - at its own choice - in electronic form, i.e. by sending an appropriate e-mail message to the Client's e-mail address, or in writing, by sending a response to the complaint to the address of the Client's registered office.
15. If the Product complaint is considered justified, the Seller will repair the Product. If it is not possible to repair the Product, it will be replaced – at the Seller's choice – with a functional and full-value product, or the Seller will refund the price paid for the Product to the Client, or the Seller will reduce the price of the Product according to the size and nature of the Product defect, with the simultaneous issuance of an appropriate correction invoice, subject to sections 16 – 19 below.
16. If the Seller, as a result of considering the complaint, considers it justified and decides to return the price paid for the Product, and at the same time the Product complained about has already been used by the Client, the amount to be refunded to the Client for the refund of the sale price of the Product will be reduced by the Seller accordingly to the degree of wear and tear of the Product.
17. The Seller will refuse to accept the complaint if, despite the existence of defects, the Product is worn to the extent that it is impossible to continue its use as intended.
18. If the Seller considers the complaint to be justified and the Seller decides to refund the price of the Product or to refund a part of the price of the Product in the case referred to in section 16, and at the same time in a situation where the complained Product is in the possession of the Client or in the possession of a further buyer of the Product/user of the Product, the Seller may make the return of all or part of the price of the Product conditional on the Client sending him a proof confirming the destruction of the Product in the case of the Product. in a way that prevents its further use or from sending the Customer's statement on the disposal of the Product.
19. If the Seller considers the complaint to be justified and the Seller decides to refund the price of the Product or to refund a part of the price of the Product in the case indicated in section 16, the refund will be made by the Seller within 14 days from the date of informing the Client about the manner of handling the complaint or from the date of receipt by the Seller of the documents indicated in section 18.
20. If the Seller considers the complaint to be justified and the Seller decides to reduce the price of the Product according to the size and nature of its defect, the Seller will make an appropriate payment to the Client within 14 days from the date of informing the Client about the manner of considering the complaint.
21. If the Seller considers the complaint to be justified, the Seller will reimburse the Client for the costs of shipping the Product to the Seller's headquarters incurred by the Client in connection with the complaint, with the amount of such reimbursement being limited to the maximum amount of the costs of such shipment determined on the basis of the rates of forwarding or shipping companies currently in force at the Seller's premises.
22. If the Seller considers the Client's complaint to be unfounded, the Seller will send back the Product which is the subject of the complaint at the Client's expense, unless the Client organizes the return transport of the complained Product to the destination on its own.
23. The Seller's position on the recognition of the Client's complaint as unfounded, in response to the Client's complaint, is final. The Seller does not provide for an appeal procedure or the possibility of reconsidering the case as part of the complaint process. If the Seller considers the Client's complaint to be unfounded, any letters from the Client aimed at questioning the Seller's position or changing it, including appeals, complaints, requests for re-examination of the case, will not be considered by the Seller.

§10 Rules for using materials posted on the b2bProcera Platform

1. The Customer who has placed an Order with the Seller is entitled to download and use free of charge the photos, descriptions and materials available on the b2bProcera Platform regarding the ordered Products under the conditions provided for in sections 2 to 8 below.
2. Photos, descriptions and materials related to the Products ordered by the Customer downloaded from the b2bProcera Platform may be used by the Customer only for promotional and advertising purposes regarding its own sales of the Products purchased from the Seller, i.e. by placing photos, descriptions and materials regarding the Products ordered by the Customer on the Customer's website, in catalogs or in other materials used to present the Customer's offer. The Client's use of photos, descriptions and materials on the b2bProcera Platform in a manner other than indicated in the preceding sentence is treated as an infringement of the Seller's copyrights to these works.
3. All rights to the photos, descriptions and materials available on the b2bProcera Platform, including proprietary copyrights, are vested in the Seller.
4. All graphic materials downloaded from the b2bProcera Platform used by Customer should be marked with "Copyright by procera.pl".
5. Customer may modify descriptions, photos and materials downloaded from the b2bProcera Platform only to the extent that it includes including its own address information or its own terms and conditions of sale. Otherwise, interference with descriptions, photos and materials downloaded from the b2bProcera Platform is not allowed.
6. Customer may make available to its business partners promotional materials containing descriptions, photos and materials downloaded from the b2bProcera Platform, provided that such sharing does not violate these GTCS and Customer's counterparty undertakes to comply with the rules set forth in this paragraph, for which Customer is fully responsible.
7. It is unacceptable to use photos, descriptions and materials available on the b2bProcera Platform in a way that harms the image of the Seller's company.
8. The Seller is entitled to withdraw the consent to the Client's use of photos, descriptions and materials available on the b2bProcera Platform at any time, without giving a reason. In such a case, the Client is obliged to immediately cease their use in their own business and to cause their immediate cessation by the Client's contractors, and in particular the Client is obliged to remove these photos, descriptions and materials from its own website, catalogues or other materials used to present the Client's offer. The use of photos, descriptions and materials available on the b2bProcera Platform, despite the Seller's withdrawal of consent to such action, will be treated as an infringement of the Seller's copyrights to these works by the Client.

§11 Final provisions

1. The Seller is entitled to unilaterally amend these GTCS. A change to these GTCS with respect to the Customer shall be effective after 7 days from the date of notification of the Customer of this change in writing, by e-mail or via the b2bProcera Platform or in any other manner agreed between the Parties, provided that one of these forms is sufficient for the notification to be effective.
2. Each Client is obliged to read the content of these GTCS and is bound by its provisions. In the event that the relations between the Seller and the Client are additionally regulated in the agreement specifying detailed rules of cooperation, in the event of any contradiction between the provisions of these GTCS and the contractual provisions, the provisions specified in the agreement shall prevail.
3. The Seller reserves the right to withdraw individual Products from sale.
4. In the event that the Seller conducts promotional campaigns, including those involving the sale of individual Products at prices or on promotional terms, the Seller may introduce promotion rules deviating from certain provisions of these GTCS. If the Seller provides for several promotional systems in a given period, the rules of only one promotional system apply to a given assortment of goods. The Seller may introduce the possibility for the Customer to choose one of the available promotional systems for a given assortment.
5. If the provisions of these GTCS are or become invalid or ineffective, or if these GTCS contain a gap, this shall not affect the validity and effectiveness of the remaining provisions of these GTCS. Instead of invalid or ineffective provisions or to fill a gap, an appropriate regulation shall apply, which, as far as it is legally permissible, will correspond as closely as possible to what the Parties have agreed or would have agreed if they had concluded such a provision.
6. Any disputes arising in connection with the agreements to which these GTCS apply shall be resolved by the Court competent for the registered office of the Seller.