GENERAL CONDITIONS FOR COOPERATION WITH YOOBEE S.C.
in force from 01/04/2019.
CONTENT OF THE DOCUMENT:
2. The scope of general conditions
3. Trade offer, order, acceptance of general conditions and conclusion of the contract
4. Collection of goods by the customer. Delivery of goods to the customer
5. Prices and discounts
6. Payment terms
7. Product samples
8. Claims. Responsibilities of Yoobee s.c.
9. Export and import permit
12. Final provisions. Interpretation. Amendments to GTC
1. YOOBEE - Yoobee Michał Watoła, Grażyna Watoła spółka cywilna based at Pojdy 38, 44-238 Czerwionka-Leszczyny, with the tax identification number NIP: PL 642-30-80-452 and the company website address: www.mw-displays.pl
2. Price list - a document made available on the website www.mw-displays.pl containing product prices and graphic prices.
3. Customer Identification Data - real and up-to-date customer data necessary to process the order and verify the customer, in particular: full name of the customer, customer's address, valid client's tax identification number for value added tax (VAT number), client number in the relevant register entrepreneurs (if any) and the name of the register, the customer's e-mail address, the contact telephone number to the customer;
4. Business Day - means a weekday from Monday to Friday, excluding public holidays in Poland from work;
5. Written form - accepted in these General Conditions the following forms of declarations of will: via e-mail, fax or traditional letter form (registered mail) and when placing orders also via online orders - valid between YOOBEE and customers when concluding the contract, required in particular to submit a valid order by the customer and to a valid acceptance of the order by YOOBEE;
6. Client - any natural person, legal person or organizational unit without legal personality, having legal capacity to be a party to the agreement, registered in accordance with Polish law or the law of another state as an entrepreneur, being an active taxpayer of goods and services tax which places an order from the scope of the YOOBEE Trade Offer and wants to conclude an agreement with YOOBEE for the purchase of the goods, for purposes related to its business or professional activity. YOOBEE reserves that it directs its trade offer only to entities that professionally carry out the activity of an advertising agency (actual advertising activity) and may not conclude an agreement with a customer who does not actually conduct such activity;
7. General Terms and Conditions of Cooperation with YOOBEE (General Terms and Conditions, GTC) - this document contains provisions applicable when placing orders in YOOBEE, defining the terms of cooperation, including the terms of the agreement and mutual rights and obligations of the parties to the agreement, which is an integral part of the agreement between YOOBEE and the customer, available at www.mw-displays.pl.
8. Commercial Offer - goods offered for sale by YOOBEE, in particular those specified in the MW DISPLAYS catalog and on the website www.mw-displays.pl, as well as YOOBEE services offered on this website. The content of the catalog and the website constitutes an invitation to make offers to buy by customers and does not constitute an offer within the meaning of civil law, in particular art. 66, art. 661 and art. 543 of the Civil Code;
9. Trade Supervisor - a YOOBEE employee authorized to represent him
only in the scope of concluding agreements with the customer;
10. Acceptance of the order - YOOBEE statement submitted in written form (in the case of a statement submitted via e-mail, it may be accompanied by a pdf file with the full text of the statement, which can be opened, among others, in the generally available Adobe Acrobat Reader program) in which the final confirmation of the order by YOOBEE (including in terms of the quantity of the goods, its price and deadline) and after which the agreement is immediately entered into;
11. Agreement - determination of material conditions of sale of the goods or their delivery between YOOBEE and the customer (parties to the contract), i.e. based on the provisions of these General Terms and Conditions, based on the order and on the basis of the order acceptance;
12. Goods - item (s) and / or service (services) specified in the YOOBEE trade offer; in the field of services, there are in particular article marking services;
13. Goods samples - an example of the goods (subject) of the YOOBEE trade offer available at the YOOBEE office or delivered in one piece to the customer on his order, on preferential terms set out in these general terms and conditions for the goods order (including free of charge), and enabling the customer to check the properties and quality of a particular type of the goods from the YOOBEE trade offer prior to its purchase; when buying at YOOBEE, the customer accepts the properties and quality of the goods as they really are according to the above-mentioned product sample;
14. Order - the customer's order constituting his binding offer to buy the goods under the conditions specified in the trade offer, submitted in written form. The order should contain data necessary for its implementation by YOOBEE, in particular: current customer Identification Data and precise specification of the subject of the order, as well as information enabling proper performance of the service, in particular marking services for items;
15. Online orders - means the online platform provided on the website www.mw-displays.pl, on the terms set out in the Regulations for online orders and these general terms and Conditions, in which after registering, logging in and accepting the Regulations of Online Orders, the customer may place an Order in an easy way.
2. SCOPE OF REGULATIONS
1. These General Terms and Conditions shall apply to all contracts concluded between YOOBEE (as a seller) and the customer, in particular in the scope of contracts for the sale of goods from a trade offer, their marking services and the delivery of goods.
2. These General Terms and Conditions do not apply only in the case of a clear statement submitted by YOOBEE about their non-binding in a specific contract with the customer. The statement submitted by YOOBEE on the non-binding of General Terms and Conditions then applies only to this particular agreement and does not apply to other contracts concluded with the customer, unless, in addition, something else explicitly results from the YOOBEE statement.
3. In the case of specific provisions in the order and in the acceptance of an order by the parties to the agreement, excluding or modifying the general terms, these specific provisions bind the parties only in the scope of a specific agreement, unless otherwise stated in the clear statement of YOOBEE.
4. YOOBEE is not bound in any way by general contract terms, contract templates or regulations that are applied by customers, unless the customer explicitly requests YOOBEE in this matter, and YOOBEE by express written consent agrees to their validity. Point 2.2 of the General Terms and Conditions is applicable.
5. With the exception of persons authorized to represent YOOBEE, none of the employees of YOOBEE is entitled to withdraw from the provisions of these General Conditions of cooperation, to change or agree on different provisions.
3. OFFER, ORDER, ACCEPTANCE AND CONCLUDING THE CONTRACT
1. When placing the first order at YOOBEE, the customer undertakes, together with the order, to provide the following documents:
for an official certificate from the relevant register of entrepreneurs (eg in Poland from the Register of Entrepreneurs of the National Court Register or from the Central Register and Information on Economic Activity)
for an official certificate on granting a tax identification number (NIP) - VAT number or VAT-EU number in the case of entrepreneurs from outside of Poland;
2. The customer places an order in written form (ie via the online ordering platform, e-mail, fax or possibly a traditional mailing form by registered mail).
3. The customer bears sole responsibility for the correct and unambiguous definition of the subject of the order. In the event of an ambiguous content of the order, YOOBEE shall not be liable for the execution of the order contrary to the intention of the customer, but in a manner consistent with the content of the order (within the grammatical meaning of the text of the order); this limitation of liability covers also the methods of performing the order by YOOBEE and the properties of the goods that result from the provisions of generally applicable law.
4. In the case of placing an order by the customer, the agreement is concluded only in the event of express acceptance of the order by YOOBEE or in the event of the performance of the order (delivery / receipt of the ordered goods). The contract may not be concluded in an oral form (including in particular by phone), unless there has already been an order for the customer and receipt of the goods.
5. The contract is concluded upon submission of a statement by YOOBEE regarding the acceptance of the order (so that the customer could read it). However, if the terms of the transaction specified by YOOBEE in the order acceptance are significantly different from the terms of the order (specified in the content of the order and the Trade Offer), the agreement is concluded if the customer does not immediately return a statement of cancellation of purchase in a written form appropriate to the order; in any case, the contract is concluded at the latest when the customer receives the goods.
6. Placing an order in YOOBEE means the customer's consent to these General Terms and Conditions of its implementation and the validity of all provisions of the agreement, including these General Terms and Conditions. Exceptions to this rule are comprehensively regulated by section 2. of the General Terms.
7. In the case of a customer who has the right to deferred payments, placing an order and concluding an agreement by an employee or a colleague of the customer (regardless of the legal form of their employment) or by a person who previously placed orders on behalf of the customer is considered to be valid unless that the parties agree otherwise in agreement. The customer is charged with the risk and obligation to immediately inform YOOBEE about any significant personnel changes at the customer's and in the scope of authorizations granted.
8. The customer acknowledges that he acquires the goods according to the product sample, which he was able to become familiar with the model of the goods before submitting the order, in accordance with the point 7. of the General Terms.
9. If the customer submits a request for quotation, YOOBEE's answer to the customer's offer inquiry is valid - as an individual binding offer of YOOBEE - for a period of 14 days, counting from the date of sending the reply by YOOBEE, unless otherwise indicated in the answer itself.
10. The binding YOOBEE term of the order is each time determined by YOOBEE in the order acceptance. YOOBEE informs that the statistical standard deadline for the implementation of the order for goods from the catalog MW DISPLAYS without the service of printing prints is up to 24 - 48 hours and with the service of printing prints up to 5 - 6 working days; these dates may be extended, in particular in the case of an order covering large quantities of the goods or in the absence of sufficient inventory in YOOBEE.
11. In the case of an order including the delivery of the goods, YOOBEE uses a professional courier company.
12. In the case of the print service contract, the customer is obliged to provide a graphic design saved in pdf format in accordance with the guidelines available on the mw-displays.pl website. The preparation of materials provided by the customer by YOOBEE is additionally payable, the price of graphic design is determined individually.
13. The term of execution of the order including the YOOBEE graphic print service shall be confirmed in the written form applicable to the order acceptance after receiving the customer's consent for the design of the marking.
14. In case of cancellation of the order.
4. COLLECTION OF GOODS BY THE CUSTOMER. DELIVERY OF GOODS TO THE CUSTOMER
1. Unless the agreement provides otherwise, the customer is obliged to collect the ordered goods from the YOOBEE warehouse in the day fixed by the agreement using his own transport.
2. In the case of an order also covering the delivery of the goods to the customer, YOOBEE sends the goods via the courier company with which he cooperates, adding the delivery cost, which is charged to the customer. The cost of delivery depends on the number of packages and is each time determined and confirmed by the customer in the order acceptance.
3. Delivery of the goods to the customer may be effected on the preferential terms specified below:
a. Delivery of the goods from the catalog mw-displays.pl whose value exceeds the amount of the specified point b. takes place at the expense of YOOBEE to one specified address on the territory of a given country, point b. These preferential delivery terms do not apply to orders of the following goods: not included in the MW DISPLAYS catalog, and to goods sold at special prices negotiated by the customer, as well as in other cases indicated by YOOBEE.
b. Amounts entitling to the supplies at the expense of YOOBEE:
• in Poland - PLN 500 net;
In the European Union, the customer bears full transport costs regardless of the value of the order.
4. The product delivered or sent to the customer is not subject to refunds or exchanges, except for cases specified in the "Complaints" section and in the "Product Patterns" section.
5. If the customer fails to collect the goods within the time specified in the agreement:
a. YOOBEE - if possible - may store the product at the expense and risk of the customer (the risk of accidental loss and damage to the goods passes to the customer when the customer was to collect the goods pursuant to the contract).
b. YOOBEE is also entitled to charge the customer and claim a contractual penalty in the amount of:
- 20% of the gross value of the ordered unmarked good,
- 70% of the gross value of the ordered goods from the execution service, and the customer undertakes to pay a contractual penalty within 7 days from the date of requesting payment. The payment of the contractual penalty does not deprive YOOBEE of the right to claim compensation on general terms.
c. YOOBEE is also entitled to withdraw from the agreement and execute the order without setting an additional deadline for the customer to receive the ordered goods; YOOBEE may withdraw from the agreement within 60 days from the day when the goods were to be picked up; in the event of withdrawal from the agreement, YOOBEE will retain, however, the rights specified above under item a. for the period until the day of effective withdrawal from the agreement and the rights referred to clause b.
5. PRICES AND DISCOUNTS
1. All prices quoted by YOOBEE, including prices of graphic design and graphics, are net prices and apply on the assumption of the release of the goods from the YOOBEE warehouse - loco YOOBEE warehouse (at Pojdy 38, 44-238 Czerwionka-Leszczyny). The given prices do not include: value-added tax (VAT), transport and insurance costs, customs and other taxes and public-legal benefits resulting from the purchase of the goods by the customer and performance of the contract.
2. All prices in YOOBEE are expressed in Polish zloty, unless another currency (in particular EURO) results from the provisions of the agreement or price lists.
3. If, after placing the order, there has been a significant increase in costs resulting, in particular, from increasing supplier prices or exchange rate fluctuations, YOOBEE is entitled to withdraw from the agreement concluded with the client within 30 days until the day of becoming aware of the above-mentioned price change and actual the financial terms of the execution of the order, unless the parties to the agreement agree on the new price conditions for the execution of the order. A significant increase in the costs referred to in the preceding sentence should be understood, in particular, when the price of the goods and its delivery specified in the agreement does not cover the costs of YOOBEE incurred by YOOBEE in order to perform the agreement. YOOBEE (in the widest possible range) is not liable for any damage to the customer (in particular lost profits and indirect damages) resulting from the non-performance of the order under the original conditions.
6. TERMS OF PAYMENT AND DISCOUNT
Payments will be made on the basis of a VAT invoice issued by YOOBEE after the release of the Goods to the Customer and will be payable on the conditions set out below (unless the parties in the Agreement expressly specify other payment terms):
Payments are made in cash or by making a prepayment via the Przelew24 portal, credit card, debit card, bank transfer.
Payment is made in the form of a download, payable to a courier.
In individual cases it is possible to determine a deferred form of payment.
c. In individual cases it is possible to determine the deferred payment method.
2. The date of payment to the bank account of YOOBEE shall be considered the date of payment by bank transfer. The costs related to the transfer are borne by the customer.
3. By entering into the agreement, the customer is obliged to provide the exact data necessary to issue a valid VAT invoice. YOOBEE is not responsible for issuing a VAT invoice in accordance with the data provided by the customer. If you suffer damage due to issuing a faulty VAT invoice for reasons relating to the customer (in particular if YOOBEE had to pay VAT, which should be paid by a customer from outside Poland), the customer is obliged to pay to YOOBEE a contractual penalty in the amount of tax or other incurred the cost of YOOBEE, with the proviso that in the event of damage exceeding the amount of the contractual penalty, the customer will also be obliged to pay compensation on general terms.
4. YOOBEE may make the execution of the order subject to a prior payment of an advance in a specified amount or a percentage of the value of the order.
5. In the event the customer fails to meet the conditions specified in the agreement, in particular financial terms, YOOBEE is entitled to withdraw all privileges granted to the customer (rebates, discounts, payments with deferred date) and to refrain from the release of the goods, including also the next part of the product, without bearing responsibility for non-performance or improper performance of the contract, to the fullest extent possible.
6. The individually agreed payment terms and rebates granted shall be valid for a period of 12 months from the date of their determination, unless the parties have agreed otherwise before or the conditions specified in section 6.5 prevail. General Terms.
7. The customer agrees that invoices may be sent by YOOBEE electronically to the e-mail address of the customer, subject to the provisions currently in force in this regard.
7. MODEL OF PRODUCT
1. YOOBEE sells goods (items) as they are in material reality (in particular, all photos and descriptions, etc. placed in the Trade Offer are for reference only).
2. In order to remove doubts as to the properties of the goods, YOOBEE may provide the customer with a sample of the goods on the paid or free conditions specified below.
3. The customer may purchase the product sample with a fixed discount. Designs of the goods include goods from the MW DISPLAYS catalog in the amount of one item from a given type of goods. The purchased product samples are not refundable. Their delivery takes place in accordance with point 4. of these General Terms.
4. YOOBEE may exclude the possibility of purchasing a sample with a fixed discount.
8. COMPLAINTS. YOOBEE'S LIABILITY COVERAGE
1. A complaint qualified as damaged or incompatible shall be subject to complaints
2. Defects of parts of the delivered goods do not entitle to advertise the entire ordered goods.
3. The customer is obliged to check the ordered goods and submit a complaint immediately after its receipt, but no later than:
4. Complaints related to the quality of courier parcels will be examined on the basis of a damage report prepared jointly with the courier upon delivery of the parcel. The absence of a damage report may constitute grounds for refusal to accept the complaint by YOOBEE.
• within two business days in terms of quantity,
• within five business days in terms of quality,
• within three months in the case of hidden defects, which could not be detected with due diligence. five business days from the date of receipt and submit a complaint within this period.
5. The application should be made in writing (which should be understood as sending an application by e-mail or fax) stating:
• the title of the application in large letters "COMPLAINT",
• customer data,
• data of the goods to which the complaint relates (code, name), its (advertised) quantity, description (reason) of the complaint,
• a clear photograph of the defective good,
• the proposed method of settling a complaint.
6. The customer should send back the batch of the goods complained only after agreeing with the YOOBEE method of shipping and its date. Shipment of the advertised lot of the product by the customer without a prior complaint or without specifying the method and date of shipment, entitles YOOBEE to refuse to accept the shipment or to charge the customer with shipping costs.
7.After the deadlines set in point 8.3, the customer's rights under the warranty for defects in the subject matter of the contract expire.
8. YOOBEE's response to the complaint will be made within 14 days of its receipt.
4. A complaint will not be accepted if:
a. The product has been altered (processed) or processed by the customer or by a third party (eg, gluing graphics), unless hidden in the product reveal hidden within the deadline specified in point 8.3;
b. it was notified after the deadlines set in point 8.3;
c. the quality of the goods is in accordance with the product sample available at YOOBEE at the time of placing the order by the customer;
d. The customer damaged the product in such a way that it misused the goods in a manner inconsistent with its properties or intended use, including not following the instructions for use or maintenance, spreading the product or overloading it, or when the customer or a third party physically interfered with goods not in accordance with the purpose;
e. the defect pertains to non-catalog goods delivered for a special order, if the product is consistent with the content of the order and the agreement.
f. The product has no defects, but it is not consistent with the client's expectations, about which expectations the client did not notify YOOBEE when placing the order,
g. Goods differ slightly in color, appearance, packaging or other characteristics from other parts of the goods, and which features do not affect the quality or usefulness of the goods.
9. If the YOOBEE complaint is accepted:
a. shall, at its own expense, repair or replace the goods with a new one;
b. and if the repair or replacement of the Goods for a new one would not be possible or would be excessively difficult (including unprofitable), YOOBEE will issue a corrective VAT invoice to the customer and return the gross value of the defective product to the customer within 7 days of receipt of the VAT invoice correctly signed by the customer. correction.
10. Filing a complaint does not interrupt or suspend the payment period for the goods.
11. YOOBEE shall not be liable for complaints made by third parties, including in particular entities for which customers purchased the goods, or for which they have resold the goods acquired in YOOBEE.
12. The customer is responsible for the manner of using the goods; the customer is liable to third parties (including his own contractors and clients) to whom he transfers the goods acquired in YOOBEE; in particular, the customer undertakes that in the case of the transfer of the goods, he will do so in accordance with the applicable law, assuming responsibility in relations with these third parties. In case of any doubts in this respect, the customer should take them into account in relations with YOOBEE at the stage of submitting and formulating the content of the order and concluding the agreement; In particular, the customer is obliged to determine the applicable law and legal and other conditions regarding the intended use of the goods prior to submitting the order (and before the final determination of the agreement), taking into account the limitations of YOOBEE liability arising from these General Terms.
13. After the resale or rescission of the goods to the next recipient, the responsibility for any quality and quantity defects shall be taken over by the customer in its entirety.
14. YOOBEE is liable for defects in the goods limited to the value of the defective goods, i.e. only to the amount of its price and only in relation to the customer.
15. The information contained in descriptions, instructions, etc. provided with the products do not constitute a guarantee granted by YOOBEE and do not generate warranty obligations on the part of YOOBEE.
16. The limitations of YOOBEE's liability set out in these General Terms and Conditions, including the exclusion of YOOBEE's liability towards third parties, apply unless the provisions of applicable law provide otherwise - ie at the widest extent permitted by law.
9. EXPORT AND IMPORT LICENSE
The goods delivered by YOOBEE are intended for use and use in the country of delivery indicated by the customer, subject to the provisions of point 8 of these General Terms and Conditions. The exportation of the goods indicated in the agreement is subject in principle to the export regulations of the Republic of Poland, or another country of delivery agreed with the customer or resulting from the mandatory provisions of law. In particular, the customer is obliged to independently obtain information on relevant regulations related to the export of goods to third countries.
1. In the situation where the performance of the agreement by YOOBEE requires the use of any intellectual property rights, including, in particular, copyrights or industrial property rights (eg trademark, utility model, etc.), images or rights arising from personal rights and in. - for the observance of these rights, the rules and control of their use are the sole responsibility of the customer, who has made the objects of these rights available in any way to YOOBEE in order to perform the agreement. YOOBEE does not use the above rights as in the name of and for the benefit of the client to perform the contract.
2. The client declares that he is entitled to all intellectual property rights necessary to perform the contract, including in particular copyrights or industrial property rights to be used in the performance of the contract. At the request of YOOBEE, the customer can prove that he has the right to dispose of intellectual property rights that are to be used in the performance of the contract. In the event of non-disclosure of these rights by the customer, YOOBEE is entitled to dissolve
3. Contracts without notice with immediate effect or to withdraw to the agreement within 30 days to the date of receipt of the request by the customer, and the customer will be obliged to return to YOOBEE the expenses incurred up to that time for the purpose of the contract.
4. If, as a result of the performance of the agreement by YOOBEE, the rights of third parties are violated, the customer, pursuant to this agreement, releases YOOBEE against all claims of those persons that may arise from the use of intellectual property rights to third parties under the Agreement, and any liability arising therefrom only the customer.
5. In the case of third party claims against YOOBEE, the customer undertakes to pay legal defense by a professional lawyer, whom YOOBEE may also employ, to actively participate in defense against claims (possibly also in the scope of settlement) and to promptly satisfy legally valid claims of persons third parties and exemption of YOOBEE from liability to third parties.
1. The parties to the contract are obliged to keep confidential all information they have acquired in the implementation of the agreement. This limitation does not apply to publicly available information or information that must be disclosed by the party on the basis of legal provisions at the request of a competent state authority within its scope of competence.
2. Each party is entitled to provide information to persons with whom it formally cooperates, only for the purpose, during and to the extent necessary to implement the agreement.
3. The secrecy will be respected by the parties even after the termination of the agreement, regardless of the reason for its termination.
12. FINAL PROVISIONS. INTERPRETATION. AMENDMENTS TO GT
1. Terms used in the contract in capital letters should be understood in accordance with their definition in point 1. of the General Terms. The term "in particular" means that an exemplary calculation followed.
2. The contract should be interpreted in accordance with the provisions of the generally applicable law in Poland. In doubtful cases, the parties will interpret the agreement as broadly as possible to approximate the legal and economic sense of the provision or its part, legally or vaguely doubtful, striving to ensure uninterrupted and lawful implementation of the agreement. The Polish language version of the General Terms will be decisive for the interpretation.|
3. In the event that, for its full legal effectiveness, any provision of the agreement (including in particular these General Terms) would require a specific legal form, the parties undertake to conclude relevant supplementary agreements or take other legal actions in such content and in a form that will be necessary in such a way that the contracting parties and its implementation are not prejudiced.
4. In the event that any provision of the Agreement turns out to be invalid in whole or in part (ie the whole point of the General Terms, sentences, sentence, fragment of sentence or specified scope of meaning), the parties will be bound by the remaining provisions of the General Terms in the broadest possible scope; other provisions of the General Terms remain valid and enforceable. At the same time, the parties will seek such effective cooperation or - in particular, if it proves necessary - to conclude such a supplementary agreement or undertake other legal actions, the content and form of which will, to the maximum extent possible, approximate the legal and economic sense of the provision or its part , invalidated, and thus ensure compliance with the law and unimpeded performance of the contract or the settlement of relations between the parties.
5. Any changes, including supplements to the agreement, must be invalid, in writing, specified for the order and acceptance of the order, and should be included by the authorized representatives of the parties.
6. These General Terms and Conditions form an integral part of the agreement concluded between the parties and enter into force on the day of the contract conclusion and are valid until the day of termination or expiration of the contract, subject to the provisions remaining in force.
7. The parties undertake to negotiate in the event of any disputes that may arise from the agreement.
8. The law applicable to any and all disputes related to the agreement is exclusively Polish law and the competent court to hear the dispute is the court having jurisdiction over the seat of YOOBEE.
9. General Terms and Conditions and their changes are published and available for download at the website www.mw-displays.pl, in particular at the foot of the page: DOWNLOADS in the "DOCUMENTS" tab and the CUSTOMER FORM in the "GENERAL CONDITIONS OF COOPERATION" tab
10. General Terms and Conditions and their amendments are valid after their publication on the abovementioned the website www.mw-displays.pl from the date indicated in the header of the General Terms and include new orders placed from that date.