General Sales Conditions

GENERAL PROVISIONS

These Regulations define the terms, principles and methods of using the B2B Platform available at www.elementum.pl and the General Terms and Conditions of Sale, addressed exclusively to entities that are not consumers within the meaning of Art. 221 of the Civil Code - persons conducting business activities and registered and logged in Users.
The entity operating and responsible for the B2B Purchasing Platform is PIVIT Sp. z o.o. • ul. Mianowskiego 2B, 51-605 Wrocław • NIP 9710726567 • KRS 0000765901 • REGON 382273696 Sąd Rejonowy dla Łodzi Śródmieście w Łodzi, XX Wydział Gospodarczy Krajowego Rejestru Sądowego, Kapitał zakładowy 10 000,00 PLN.
Only Contractors who perform legal acts with the Seller that are directly related to the business activity they conduct may become Users.
All content posted on the B2B Platform (texts, photos, graphics, indexes, descriptions, etc.) are the property of Elementum and are works within the meaning of the Act of 4 February 1994 on copyright and related rights and are subject to legal protection on this basis. Without the author's consent, it is prohibited to, among others, duplicate the content, copy, reprint, store and process it using any electronic means, both in whole and in part. No provision of the Regulations and the General Terms and Conditions shall be interpreted as granting a license, transferring copyright to any of the works created as part of the performance of the contractual relationship, unless the parties have agreed otherwise.
The B2B Platform is not a game of chance or mutual betting within the meaning of the Act of 19 November 2009 - on gambling, and the condition for using its functionality is not randomness or chance.
By using the B2B Platform, the Contractor accepts and consents to the sending of invoices by the Elementum Seller electronically (e-invoice) to the e-mail address indicated by the Contractor in the content of the registration application.
The Seller reserves the ownership (within the meaning of Art. 589 of the Civil Code) of all goods sold to the Contractor until all receivables have been paid by the Contractor, including future receivables and additional costs - including transport costs, interest on late payments, debt collection costs.
The provisions of these Regulations and the General Terms and Conditions do not exclude or limit rights and claims arising from other provisions of law.
The Administrator takes the necessary actions to ensure the proper functioning of the B2B Platform, and in the event of a failure or malfunction, undertakes to remove technical problems as soon as possible.

DEFINITIONS

1. Unless the Parties agree otherwise, the following words and phrases shall have the meanings defined below:

1.1. Regulations - these B2B Platform Regulations.

1.2. Administrator or Elementum - the entity running the Sales Platform

B2B is PIVIT PV Sp. z o.o.Józefa Mianowskiego 2, 51-605 Wrocław.

1.3. B2B Platform - B2B sales platform with all its elements managed by the Administrator, available at www.elementum.pl. This platform is not intended for concluding distance contracts with consumers within the meaning of Art. 221 of the Civil Code.

1.4. Entrepreneur - a natural person, a legal person and an organizational unit without legal personality to which the provisions on legal persons apply, conducting business or professional activity on its own behalf, who uses the B2B Platform exclusively for purposes directly related to the conducted activity.

1.5. Contractor or User - An Entrepreneur or Company that has registered on the B2B Platform and has successfully passed the verification carried out by the Merchant in terms of the scope of the Entrepreneur's or Company's activity. Only an Entrepreneur using the B2B Platform for a purpose directly related to the conducted business activity, registered in CEIDG or a Company registered in the appropriate register in Poland or abroad may be a Contractor.

1.6. Sales Representative (sales representative) - an Elementum employee responsible for, among other things, sales support and establishing business contacts with potential customers.

1.7. Account - a set of individual data of the Contractor along with information about his activities on the B2B Platform. The account is kept under a unique name (login) and is password protected.

1.8. Offer - the assortment selected and assembled by the Contractor, which he wishes to purchase via the B2B Platform.

1.9. Order - a declaration of purchase of a selected Offer, submitted by submitting the created Offer for execution via the B2B Platform

1.10.GTC - General Terms and Conditions of Sale.

1.11. Business Day – one day from Monday to Friday, excluding public holidays.

1.12. Product or Assortment – a movable item available on the B2B Shopping Platform that is the subject of the Sales Agreement between the Buyer and the Seller.

1.13. Order Form - electronic service, interactive form available on the B2B Purchasing Platform enabling the placement of an Order, in particular by adding products to the electronic basket and specifying the place and method of delivery and payment.

1.14. Seller/Seller - administrator of the B2B Platform.

1.15. Sales Agreement - a Product sales agreement concluded between the User and the Seller using the Order Form.

1.16. User – an adult natural person registering an Account or having an Account on the B2B Shopping Platform directly related to the conducted business activity, entered into the Central Register and Information on Business Activity or an authorized representative or proxy of a legal person entered into the relevant register in Poland or abroad.

1.17. Order – a declaration of will of the User expressing the desire to conclude a Sales Agreement for specific Products submitted to the Seller by completing the Order Form and Confirmation of Purchase, which after confirmation by the Seller results in the conclusion of the Sales Agreement.

1.18. Buyer - a Contractor who has concluded a sales agreement for Goods with the Seller via the B2B Platform.

AGREEMENT ON THE PROVISION OF ELECTRONIC SERVICES AND GENERAL RULES FOR USING THE B2B PLATFORM

The agreement for the provision of electronic services using the B2B Platform is concluded by correctly registering the Contractor and accepting the Regulations and the General Terms and Conditions of Sale.
The Contractor registers an Account on the B2B Platform by filling out the registration form, filling in the displayed and required data and information, including the login and password. Registration can be done 24 hours a day, every day of the week, excluding technical server breaks.
The agreement for the provision of electronic services is concluded only after acceptance of these Regulations and after positive consideration and verification of the User by the Administrator.
The account is created for an indefinite period of time, and the User may resign at any time by submitting an electronic request to delete the account at info@Pivit.pl
The contractor starts the ordering process by adding the assortment to the basket of the selected assortment, then by filling out the order form, entering the required quantities and completing the delivery data, the contractor confirms the order by selecting the "confirm purchase" field.
Technical requirements: device with Internet access, latest browser: Mozilla FireFox, Internet Explorer, Opera, Google Chrome, Safari, Microsoft Edge, enabled Cookies.
The Administrator reserves the right to block the Contractor's account without prior notice in the event of persistent overdue receivables or a gross violation of the Administrator's interests.
The Buyer is fully liable for the actions of its employees and other persons to whom it provides the password and login and the ability to log in and place orders and other legal transactions on the B2B Platform on behalf of the Buyer.

9. The Seller is entitled to block access to a Buyer who is in arrears with payments until they are fully settled, has provided access data to the B2B Platform to an unauthorized entity or person, or has not made purchases for a period longer than 6 months, without prior notice to the Counterparty.

ORDERS AND CONCLUSION OF A SALES AGREEMENT

Conclusion of the sales contract: The User is obliged to log in to their individual user account on the B2B Platform and fill out the order form by selecting the Assortment, its quantity and indicating the delivery data by the User, they are not entitled to resign (withdraw) from the contract concluded in this way. The User receives a confirmation of placing the order to the e-mail address provided during registration. They are not entitled to resign (withdraw) from the contract concluded in this way.
The Seller immediately confirms the order received from the Buyer and accepts it for execution, as a confirmation sends the Buyer information in an e-mail about the confirmation of acceptance of the order for execution, which constitutes a confirmation of the conclusion of the sales contract.
The Buyer can view orders placed by him/her on the B2B Platform and monitor their fulfillment status, including access to issue documents, sales invoices and shipment numbers.
The Buyer is not entitled to withdraw from the Sales Agreement; any failure to collect the ordered goods by the Buyer or withdrawal within 7 days from the date indicated on the order confirmation entitles the Seller to issue an accounting note, and its amount is as follows:
4.1.20% of the net value of the goods offered in the standard delivery program.
4.2. 40% of the net value of the goods offered at the special request of the Contractor.
4.3. 100% of the net value of the goods manufactured at the special request of the Contractor.
The assortment displayed on the B2B Platform does not constitute an offer within the meaning of the provisions of the Civil Code, but only an invitation to conclude a Sales Agreement within the meaning of Art. 71 of the Civil Code.
The maximum order fulfillment period by the Seller is 30 working days, and in the event of factors beyond the Seller's control, this period may be extended, to which the Buyer agrees. The Buyer will be informed by the Seller of the extension of the period via e-mail.
The Seller verifies and confirms the possibility of fulfilling the order according to the Customer's requirements, and has the right to withdraw from the Sales Agreement within 14 days of concluding the Sales Agreement, within 14 days, excluding any claims of the Buyer in this respect.
The prices of the assortment visible on the B2B Platform are net prices, expressed in PLN or EUR, taking into account fees related to sales in Poland, the Buyer is informed about the total price including transport fees after placing the order, and in the event that it is not possible to determine these fees at the time of placing it, the user is informed by the Confirmation of Purchase. If information about a price reduction has been included for a given Assortment, the Seller also displays information about the lowest price of this product, which was valid in the period of 30 days before the introduction of the reduction.
The Seller is not responsible for the lack of products in the offer, for downtime in the ability to place Orders, as well as for changes in product prices in the event of their shortages or shortages. It also makes every effort to ensure that the presented photos and descriptions of the assortment are consistent with reality, but is not responsible for any errors or omissions in this regard.

10.The user is obliged to use the B2B Platform in accordance with applicable law, good customs and intended use, and all data entered should be consistent with the facts.

METHODS, TIMES AND COSTS OF DELIVERY OR COLLECTION OF AN ORDER

The Seller delivers within Poland and to EU countries, using its own transport or subcontracting companies..
Deliveries are made for a fee, and the costs are covered by the Buyer, unless the parties have agreed otherwise. The exact costs are determined after placing the order or result from the price list of logistics services for courier shipments.
The Seller shall not be liable for any damages resulting from downtime in order fulfillment. In particular, the Seller shall not be liable for the Contractor's lost profits.
Deliveries are made based on the Incoterms 2020 CPT rule.
The beginning of the product delivery period is counted from the date the funds are credited to the seller's account indicated on the order confirmation or pro-forma invoice.
Permissible forms of collecting goods, the date of which must be confirmed by both parties in each case, together with the indication of the person or company authorized to collect the goods on behalf of the Buyer.
1. 6.1. Personal collection from the Elementum warehouse (Incoterms 2020; FCA Elementum warehouse or EXW Elementum warehouse)..
2. 6.2. Collection by a carrier/courier acting with the consent and knowledge of Elementum (Incoterms 2020 CPT delivery address indicated by the customer).
The contractor is obliged to carry out a quantitative and qualitative compliance check each time the order is received, and in the event of any discrepancies, to prepare a damage or discrepancy report and forward it to the seller within 7 calendar days by e-mail to the following address: info@pivit.pl
If the Seller delivers goods that are inconsistent with the contract (non-conforming delivery), the costs of return transportation of the goods, as well as the costs of transportation of the goods delivered instead, shall be borne by the Seller.
In the case of deliveries to other countries within the European Union and the European Economic Area, the Seller may only attach documents in English and is not responsible for allowing the product to be used in a country other than Poland, including any additional fees for introducing the product to a country other than the Seller's registered office address.

PAYMENTS

1. Payments are made in the following forms:

1.1. Prepayment by bank transfer.

1.2. Payment with a deferred term in the form of a transfer after the prior granting of a merchant limit by Seller.

1.3. In cash on delivery from the Elementum warehouse up to PLN 10,000 gross, and from 1 January 2024 - PLN 8,000 brutto

The form and terms of payment are individually agreed by the Seller with the Contractor. During the cooperation, the form and terms of payment may change at the request of the Contractor or based on individual decisions of the Seller. The decision to change the form and methods of payment is the exclusive competence of the Seller.
The Seller issues the Contractor a VAT invoice for the purchased goods. The source of the Contractor's data for issuing the invoice and data regarding the place of delivery are registration documents and information from the registration form, which the Contractor provides during the registration process and in the course of placing the Order.
In the event of a delay or delay by the Contractor in paying the debt, the Seller is entitled to seek performance of the monetary obligation and to pay double interest on commercial transactions applicable on the date of payment of the invoice, but not more than the maximum interest within the meaning of the relevant provisions of the Civil Code. The Seller may also demand redress of the damage caused by the delay or delay, in particular covering all costs incurred in connection with the recovery of the debt, including debt collection costs, court fees, costs of legal representation due to a professional attorney, as well as costs of clause proceedings, costs of security proceedings and all costs related to enforcement.
The Contractor shall not be entitled to withhold payments for warranty claims.
The security for repayment of receivables under trade credit granted for the purchase of goods may be a blank promissory note issued by the Counterparty together with a promissory note declaration, as well as bank guarantees, reverse factoring, and receivables insurance.

WARRANTY AND GUARANTEE. COMPLAINT

The warranty for the assortment offered on the B2B Platform is provided exclusively by the manufacturer of the given assortment and in accordance with the terms and conditions.
The Seller and the Buyer, in relation to the entire assortment offered on the B2B Platform, unanimously exclude the application of the provisions on warranty for defects in the sold item in the case of sales between entrepreneurs, pursuant to Article 558 §1 of the Civil Code.
The complaint procedure, and in particular the time and method of handling complaints, is described in the warranty conditions included in the individual warranty cards for a given product range, placed on the B2B Sales Platform.
The Seller shall not be liable for the colours and shades of photovoltaic panels, which, due to the technologies used, may change shades and discolourations resulting from different angles of light, which does not affect their operation and efficiency, and is only an aesthetic element. At the same time, the parties agree that the occurrence of the events listed above cannot be understood as failure to perform or improper performance of the contract by the Seller, which as a result releases the Seller from pursuing any claims against him under warranty and guarantee.
A physical defect of the Product is understood only as its inconsistency with the properties described in the manufacturer's documentation available on the B2B Platform.
All defects and complaint notifications will be sent on a fully completed complaint notification form via e-mail to the following address: info@pivit.pl. The complaint should be reported to the Seller immediately after the Product defect is discovered, but no later than the date indicated in the warranty card of the purchased assortment.
The Buyer is obliged to secure the Product until the complaint is considered at his own expense and within his own scope, and in the event of an unfounded or unjustified complaint, the Seller may charge the Buyer with the costs of the complaint procedure.
Any claims by the Buyer under a guarantee or warranty do not release him from the obligation to pay the full price for the goods that are the subject of the claim, and in the event of failure to pay, the Seller is entitled to suspend the complaint process until payment is received.
The Seller shall consider the complaint without undue delay within 14 working days from the date of receipt of the complete notification, unless repair or replacement is not possible due to technical reasons beyond the Seller's control.
The Seller makes every effort to ensure the required quality and compliance of the Goods with the concluded contract and ensures that he is entitled to dispose of the goods, which are not encumbered with the rights of third parties and do not originate from a crime.
Defective Products cannot be returned without prior consent of the Seller.
The Seller shall not be liable for any lost profits caused by defective goods, including material losses, delays in fulfilling the contract term or loss of data.

RETURNS

The Seller allows the possibility of accepting the return of previously purchased items only with the Seller's consent within 7 days of granting consent to the return..
Only full-value and unused items may be returned.
The return of the new product should be made on the basis of the form available on the website www.pivit.pl, and the shipping costs are the responsibility of the Buyer.
The Contractor undertakes to deliver the Product within 7 days on its own and at its own expense to the following address: PIVIT PV Sp. z oo – Magazyn, ul. Krośniewicka 4b, 09-500 Gostynin, after prior notification of delivery; in the absence of notification, the goods will not be accepted.4.1. Po dokonaniu kontroli przez Sprzedawcę zwróconego Produktu zostanie podjęta decyzja:
1. About the return of the full or reduced value of the Product to the Contractor.
2. To refuse acceptance and return the Product to the Customer at his expense.
The basis for issuing a correction invoice is the quantity and condition of the assortment confirmed by the Seller's warehouse.
If circumstances arise that make it impossible to accept the return of the Product, the Contractor is obliged to collect the goods from the Elementum warehouse within 3 working days.
Returns made without consent and notification will not be accepted.
The right to return a new Product does not apply to promotional goods, those delivered on special order, used, damaged, or dirty. This provision also applies to packaging, which is an integral part of the assortment.

PRINCIPLES OF CONFIDENTIALITY AND PERSONAL DATA PROCESSING

1. The Contractor is obliged to maintain strict confidentiality of all commercial, financial, organizational, technological, economic and other information concerning Elementum, obtained during cooperation and after its completion, regardless of the form of its transmission, if such information is not made publicly available.

The confidentiality clause of the information provided binds each party for the duration of the agreement, as well as after its execution, expiration and termination for a period of 10 years from the time of occurrence of any of these events. In the event of a breach of confidentiality, the Seller is entitled to seek compensation for damage caused by the disclosure of confidential data by the Contractor.
In order to fulfil the obligation arising from Art. 28 of the Regulation on the Protection of Personal Data, the Contractor entrusts the Seller with the processing of personal data, and the Seller undertakes to process them in accordance with applicable legal provisions and these Regulations.
The Seller, as the administrator of the Contractor's personal data, is authorized to process them for the following purposes:
3.1. Fulfillment of the Order (conclusion and performance of the contract).
3.2. For marketing purposes.
3.3. In connection with the performance of tax activities.
The Buyer declares that the personal data entrusted to the Seller are processed in accordance with the Regulation and other applicable legal provisions and that it is authorized to entrust the processing of personal data. The Contractor declares that the nature of the entrusted personal data does not include the categories of personal data specified in Articles 9 and 10 of the Regulation on the Protection of Personal Data.
Before starting to process personal data, the Seller is obliged to:
1. Take measures to secure personal data, in particular apply technical and organizational measures to ensure adequate protection of the personal data being processed, in order to ensure a level of security appropriate to the risk.
2. Ensure that any natural person acting under the authority of Elementum who has access to personal data processes it only on Elementum's instructions to the extent and for the purpose provided for in these GTC and for the purpose of executing the Order.
The Seller ensures that persons having access to the processed personal data keep them and the method of securing them secret. The obligation to maintain secrecy also exists after the Order has been fulfilled and the use of the B2B Platform has been terminated.
The Seller and the Buyer undertake to cooperate in the proper compliance with the provisions of the Regulation on the protection of personal data, in particular the provisions of Articles 32-36 of this Regulation.

9. In the event of a suspected breach of personal data protection, the Seller and the Buyer undertake to:

Immediate notification of any personal data breach.
Providing, upon request of an authorised person, all information necessary to notify the data subject in accordance with Article 34 paragraph 3 of the Personal Data Protection Regulation.
To immediately inform each other of any judicial, administrative or other proceedings concerning the processing of personal data.

10.The Buyer consents to the entrusting of personal data processing to the Seller's subcontractors for the purpose of implementing the Sales Agreement.

11. After termination of cooperation, the Seller, depending on the Buyer's decision, deletes or returns the received data and deletes existing copies.

INDUSTRIAL PROPERTY LAW AND COPYRIGHT LAW

Plans, sketches, all documentation and catalogues, brochures, patterns, instructions, catalogue cards, images, etc. are the property of the Seller and as such are subject to applicable legal provisions regarding their reproduction, distribution, imitation, copying, prohibition of unfair competition, etc.
No provision of these General Terms and Conditions may be interpreted as the granting by the Seller of a license, transfer of copyright, or an obligation to grant a license or transfer copyright in the future to any works created as part of the performance of the obligation relationship between the Parties, unless the Parties have agreed otherwise.

FINAL PROVISIONS

In matters not regulated by these GTC, the provisions of Polish law shall apply, in particular the provisions of the Civil Code and the Act of 23 July 2002 on the provision of services by electronic means (Journal of Laws, consolidated text of 2020, item 344).
Comments and reports regarding violations of these Regulations should be sent to the following e-mail: info@pivit.pl
PIVIT reserves the right to change the Regulations at any time based on generally applicable provisions of law. A list of changes to the Regulations may be sent to the Contractor via e-mail. If the Contractor does not accept the changed provisions of the Regulations, he may terminate the agreement for the provision of services by electronic means or delete the Customer's Account, to make changes to these Regulations. All changes become effective at the moment of their publication on the B2B Platform website.
The Seller is not liable for any damages resulting from downtime in the execution of Orders. In particular, he is not liable for the Contractor's lost profits.
In the event of any disputes, the parties will attempt to resolve them through negotiations, and if agreement cannot be reached, they will submit the dispute to a common court having jurisdiction over the seat of PIVIT.
Any inquiries regarding the use of the B2B Platform should be sent to info@pivit.pl
Each Party may terminate the agreement for the provision of electronic services at any time and without giving reasons, subject to the retention of rights acquired by the other Party before the termination of this agreement.
The condition for the Contractor to make purchases via the B2B Platform is the acceptance of the Regulations.
The Buyer may not assign any obligations without the prior consent of the Seller expressed in writing under penalty of nullity, and during the term of the contract, the Buyer is obliged to immediately inform the Seller of all changes concerning the address data and of each case in which he has filed a petition for declaring his bankruptcy or restructuring.
The Seller reserves the right to ownership of all goods sold to the Contractor until the Customer has paid all receivables, including future receivables and additional costs (including but not limited to) transport costs, interest on late payments, and debt collection costs.
The Contractor may not assign any obligations without the prior consent of PIVIT expressed in writing under penalty of nullity.
In the event that the Customer is in arrears with the payment of due amounts to PIVIT, the Customer - in the event of placing another order and making an advance payment (advance payment) for it - agrees to set off the paid advance payment (advance payment) against other due amounts indicated by the Seller.
Pivit reserves the right to commission other entities to perform the obligations arising from the contractual relationship established on the basis of these regulations and the General Terms and Conditions.
The Contractor is obliged not to make the access data to the B2B Platform available to unauthorized persons and entities. In the event of making this data (login and password) available to unauthorized entities and resulting damage to the administrator, the Contractor is obliged to repair it in full.
The Seller reserves the right to make changes to the Regulations and the General Terms and Conditions of Sale in the scope of, among others: changes to regulations, changes to pricing policy, methods of payment and delivery. Any changes to the regulations shall be binding on the Contractor from the date of their introduction by the administrator and notification of users about their introduction.
The current regulations and general sales terms and conditions are made available to the Contractors on the B2B Purchasing Platform in a manner that allows for their storage and multiple reproduction..