B2B Wholesale Platform Terms and Conditions

§1. Introductory provisions

1. These Terms and Conditions set out the terms of agreements for the supply of physical products and of digital content in the form of the Newsletter, in particular the rights and obligations of the parties to the agreement, i.e. the Seller and the Customer or the Newsletter User.

2. Every Customer and Newsletter User is required to read and accept the terms set out in these Terms and Conditions before entering into an Agreement with the Seller.

§2. Definitions

The definitions used in these Terms and Conditions are to be understood as follows:

1. Seller – KAMAI.PL Spółka z ograniczoną odpowiedzialnością (a Polish limited liability company) with its registered office in Wola Batorska (address: ul. — nr 461, 32-007 Wola Batorska), entered in the Register of Entrepreneurs of the National Court Register (KRS) kept by the District Court for the City of Kraków (Sąd Rejonowy dla m.st. Krakowa), 12th Commercial Division of the National Court Register, under KRS number 0000361320, NIP (tax identification number): 6832056712, REGON: 121297532, with a share capital of PLN 5,000.00, represented in accordance with the rules of representation set out in its articles of association.

2. B2B Partner (or Partner) – an entrepreneur within the meaning of Article 43¹ of the Polish Civil Code (Kodeks cywilny) (a natural person carrying on business or professional activity in their own name, a legal person, or an organisational unit without legal personality which has been granted legal capacity by statute and carries on business or professional activity in its own name) who meets all of the following conditions:

• a. Carries on a registered business activity and is entered in the relevant public register (in particular the Central Register and Information on Economic Activity – CEIDG, or the National Court Register – KRS).
• b. Has successfully completed the verification and registration process for an Account on the Wholesale Platform in accordance with §6 of these Terms and Conditions, including acceptance of these Terms and Conditions and the Privacy Policy.
• c. Declares, during registration or in a separate statement, that it has no overdue liabilities recorded in national debtor registers, OR its status in publicly available debtor registers (e.g. KRD, BIG InfoMonitor, etc.) raises no concerns on the Seller’s part as to its ability to settle wholesale liabilities.
• d. Uses the functionality of the Online Wholesale Shop and purchases Goods solely for purposes directly related to its own business or professional activity, in particular for resale or to supply its own business.

3. Newsletter User (or User) – a natural person (acting in their own name or as a representative or employee of a B2B Partner or another entrepreneur) who:

• a. has used the dedicated Newsletter Sign-up Form available on the Website or within the Wholesale Platform, providing their e-mail address,
• b. has knowingly and voluntarily given the required consents, including in particular:
  • i. consent to receive from the Seller, by electronic means of communication (the Newsletter) to the e-mail address provided, commercial information about the Seller’s products, services, promotions, events or other marketing activities, in accordance with Article 10 of the Polish Act on Providing Services by Electronic Means and the provisions of the GDPR,
  • ii. consent to the processing of the personal data provided (e-mail address) for the purpose of sending the Newsletter,
  • iii. acceptance of these Terms and Conditions and acknowledgement of the Privacy Policy,
• c. has confirmed their wish to subscribe to the Newsletter by completing the form on www.kamai.eu or www.b2b.kamai.eu (nowa karta).

By meeting all of the above conditions together, the User enters into an agreement with the Seller for the supply of digital content in the form of the Newsletter. The Newsletter service is provided free of charge; the consideration provided by the User is the provision of their personal data (e-mail address) and consent to receive marketing communications. Having the status of a Newsletter User is not the same as having the status of a B2B Partner and does not entitle the User to place Orders in the Online Wholesale Shop unless the User meets the separate conditions set out in the definition of a B2B Partner and has registered an Account on the Platform.

4. Online Wholesale Shop (or Platform) – the B2B (business-to-business) sales platform operated by the Seller at www.kamai.eu, operating on a wholesale sales model. The Platform is intended solely to serve registered and verified B2B Partners. The Online Wholesale Shop does not sell at retail and is not intended for Consumers, Entrepreneurs with Consumer Rights or entities that do not carry on a registered business activity.

5. Goods – a physical product available in the Platform’s range which is the subject of an Agreement between the Customer and the Seller.

6. Newsletter – digital content delivered to persons who have subscribed using the sign-up form placed on the Website and/or the Platform. The content of the Newsletter also includes a so-called lead magnet (a sign-up gift), which is delivered to the User once, after subscribing to the Newsletter.

7. Digital environment – the computer hardware, software and network connections used by the Consumer to access or use digital content or a digital service.

8. Basket – an element of the Platform’s software in which the Goods selected by the Customer for purchase are displayed and in which the Order details can be set and modified.

9. Order Form – a form available on the Platform that allows an Order to be placed, in particular by adding Goods to the electronic basket and specifying the terms of the distance Agreement, including the delivery and payment method.

10. Sign-up Form – a form available on the Website or the Platform that allows an agreement for the supply of the Newsletter to be concluded.

11. Registration Form – a form available on the Platform that allows an Account to be created

12. Account – an individual area for the B2B Partner, made available by the Seller on the Wholesale Platform and accessible after logging in. An active Account is required of every entity wishing to obtain B2B Partner status and purchase Goods in the Online Wholesale Shop. The Account is used to manage the B2B Partner’s data, place Orders, track their status and store the transaction history.

13. Order – a declaration of intent by the Customer, submitted using the Order Form and aimed directly at concluding an Agreement.

14. Agreement – a distance agreement concluded with the Customer within an organised system for concluding distance contracts (the Shop or the Sign-up Form on the Website), without the simultaneous physical presence of the parties, using exclusively one or more means of distance communication up to and including the moment the agreement is concluded.

15. Terms and Conditions – these terms and conditions.

§3. Contacting the Shop

1. The Customer may contact the Seller in particular:

• a. by e-mail at: biuro@kamai.pl
• b. in writing at: Kamai.pl Sp. z o. o. ul. Wola Batorska 461, 32-007 Wola Batorska
• c. and by telephone on: +48 12 307 28 21, 8:00–16:00 on working days.

2. The Seller’s bank account number: 47 1050 1445 1000 0090 8106 5188 (ING Bank Śląski)

§4. The Customer’s digital environment

1. To use the Website and the Platform, including browsing the Seller’s range and placing orders, and to use the Newsletter, the following are required:

• a. an end device with Internet access, an operating system and a web browser capable of displaying web pages,
• b. a viewer for pdf, word and excel files,
• c. an active e-mail address,

2. The Seller takes technical and organisational measures to give the Customer secure access to the Website and the Shop, in particular measures preventing unauthorised persons from accessing and modifying personal data.

3. The Customer is prohibited from supplying unlawful content.

4. The Seller is entitled to technical downtime in the operation of the Website, including the Platform, as necessary for planned, routine servicing and maintenance of the server and software. In the event of planned downtime, Customers will be clearly notified on the Website and/or the Platform.

5. To the fullest extent permitted by law, the Seller is not liable for disruptions, including interruptions in the operation of the Website and/or the Platform, caused by force majeure, unlawful acts of third parties, or incompatibility with the computer hardware or software used by the Customer.

§5. Newsletter and free digital services

1. Through the Information Website and the Wholesale Platform, the Seller provides Users or B2B Partners with free digital services and supplies free digital content. Access to some services and content may be restricted to registered and verified B2B Partners after logging in to their Account.

2. The services provided and the digital content supplied include, among others:

• a. Free digital services:
  • i. Enabling the browsing of publicly available content (e.g. company information, general terms of cooperation) on the Information Website.
  • ii. Enabling B2B Partners, after logging in to their Account, to browse the full range of the Online Wholesale Shop, including current stock levels and dedicated prices.
  • iii. Providing a search engine for Goods and content on the Wholesale Platform.
  • iv. Enabling a B2B Partner Account to be opened, maintained and managed on the Wholesale Platform, including access to Order history, address details and settings.
• b. Free digital content:
  • i. Delivering the Newsletter, containing commercial information, product news or industry materials, to Users who have given separate, voluntary consent to receive it.
  • ii. Making product catalogues in PDF format with the current range of Goods available for download, on the Information Website or after logging in to the Wholesale Platform.
  • iii. Providing dedicated wholesale price lists for B2B Partners, usually available after logging in to the Account or sent at the B2B Partner’s request.
  • iv. Providing registered B2B Partners (e.g. in a dedicated section of the Account or via download links) with special marketing and product materials (Premium Materials), such as:
    • 1. high-quality product photographs (packshots, lifestyle shots),
    • 2. video materials presenting the products,
    • 3. extended marketing and technical descriptions of the Goods for use by the B2B Partner in its sales channels.
• c. Providing B2B Partners with digital materials supporting online sales (Online Sales Support), including:
  • i. ready-made advertising banners,
  • ii. social media graphics,
  • iii. product visualisations in various contexts.

3. To receive the Newsletter, take the following steps:

• a. complete the Newsletter sign-up form;
• b. consent to the processing of data for the purpose of sending the Newsletter, which includes direct marketing of the Seller’s Goods, digital content and digital services;
• c. read these Terms and Conditions and accept their terms, and subscribe by clicking the Newsletter sign-up button with the message confirming acceptance of the Terms and Conditions.

4. The first Newsletter, together with the sign-up gift, will be delivered immediately after the User has completed the steps set out in the preceding point. Subsequent Newsletters will be delivered by the Seller at the frequency stated in the Newsletter description on the Website and/or the Platform.

5. The Agreement for maintaining an Account in the Shop and the Agreement for the supply of the Newsletter are concluded for an indefinite period and may be terminated at any time with immediate effect. The Agreement for maintaining an Account in the Shop may be terminated by deleting the Account after logging in to it, and the Agreement for the supply of the Newsletter by unsubscribing according to the instructions contained in each Newsletter. The Customer may also terminate either agreement by sending a request to the Seller by e-mail or in writing to the address given in §3 of these Terms and Conditions.

§6. Opening an Account on the Platform

1. Establishing a commercial relationship with the Seller and gaining the ability to place Orders through the Wholesale Platform requires prior registration and activation of an individual B2B Partner Account.

2. Account registration is free of charge and is intended solely for entities meeting the criteria of the B2B Partner definition set out in §2 of these Terms and Conditions. The Seller does not provide services to Consumers or Entrepreneurs with Consumer Rights through the Wholesale Platform.

3. The registration process is initiated by the entity interested in cooperation (hereinafter the “Applicant”) by completing the electronic Registration Form available on the Wholesale Platform.

4. In the Registration Form, the Applicant is required to provide true and up-to-date company details necessary to establish B2B cooperation and carry out verification, in particular:

• a. The full company name as entered in the relevant register (CEIDG or KRS).
• b. The Tax Identification Number (NIP).
• c. The exact address of the registered office or principal place of business.
• d. Delivery address(es) (if different from the registered office address).
• e. Contact details: the company e-mail address and a contact telephone number.
• f. Details of the person(s) authorised to represent the Applicant in dealings with the Seller and to place Orders.

5. The Registration Form can be submitted only after:

• a. Confirming that the Applicant has read and accepts these Terms and Conditions.
• b. Confirming that the Applicant has read the Privacy Policy.
• c. Accepting the Data Processing Agreement (DPA), where the nature of the cooperation so requires.

6. On receipt of the completed Registration Form, the Seller verifies the Applicant. As part of the verification, the Seller checks in particular the Applicant’s status as an active entrepreneur, on the basis of the NIP number provided, in the public database of Statistics Poland (GUS – REGON database) and potentially in other public registers (e.g. KRS, CEIDG, the VAT taxpayers’ white list).

7. The Seller reserves the right to:

• a. Ask the Applicant to send additional documents confirming its legal status or business activity (e.g. a scan of the register entry, NIP/REGON certificate).
• b. Verify the Applicant’s creditworthiness in external business information databases (in accordance with applicable law).
• c. Refuse Account registration without giving a reason, in particular in the event of a negative verification result, failure to meet the conditions of the B2B Partner definition, provision of false data, or reasonable doubts as to the Applicant’s reliability.

8. The Applicant will be informed of the verification result and the decision on Account activation by e-mail, at the e-mail address given in the Registration Form.

9. If the decision is positive, the B2B Partner Account is activated. Logging in to the Account requires a login (usually the Applicant’s e-mail address) and a password set by the B2B Partner during registration or at first login.

10. The B2B Partner is required to keep its Account details up to date and to protect its access credentials (login and password) against access by unauthorised persons.

11. The B2B Partner may request deletion of the Account by contacting the Seller. The Seller will act on the request once all mutual obligations arising from the cooperation have been settled, subject to the need to retain data required by law (e.g. for tax and accounting purposes or for handling claims).

§7. Obligation to keep product data up to date

1. A B2B Partner that presents Goods from the Online Wholesale Shop’s range in its own sales channels (e.g. its own online shop, marketplace platforms, catalogues) and uses the data and materials made available by the Seller for this purpose (including descriptions, photographs, specifications) is required to keep them up to date and consistent with the information made available by the Seller.

2. The obligation to update applies in particular to information on:

• a) Availability of the Goods (stock levels).
• c) Descriptions and technical specifications of the Goods.
• d) Photographs and other visual materials.

3. To ensure the highest data quality and effective cooperation, the B2B Partner is required to synchronise product data regularly using the mechanisms made available by the Seller. The recommended and preferred method of updating is to use integration files (e.g. XML, CSV) or the API provided by the Wholesale Platform, where the Seller offers such solutions.

4. The B2B Partner should update data at a frequency that reflects the actual state of the Seller’s range as faithfully as possible (e.g. at least once a day, or in line with the update frequency of the files/API made available).

5. Due diligence by the B2B Partner in updating data is important for ensuring a high standard of service to end customers, building trust and properly representing the Seller’s brand and the Goods offered. The B2B Partner is liable for the consequences of offering Goods on the basis of out-of-date data.

6. The Seller reserves the right to verify how the B2B Partner presents the range and, where gross or persistent neglect in updating data is found, to call on the B2B Partner to correct it and, as a last resort, to suspend or restrict the cooperation.

§7. Placing and processing orders

1. Orders for Goods may be placed through the Wholesale Platform by registered and logged-in B2B Partners 24 hours a day, 7 days a week, subject to any technical downtime referred to in §4 of these Terms and Conditions.

2. Placing an Order requires an active B2B Partner Account in accordance with §6 of these Terms and Conditions. Orders cannot be placed without registering an Account.

3. The B2B Partner places an Order as follows:

• a. The B2B Partner logs in to its Account on the Wholesale Platform.
• b. The B2B Partner selects the Goods of interest and their quantities, adding them to the virtual basket using the button.
• c. Once the Order is complete, the B2B Partner proceeds to the basket summary or the Order form.
• d. In the Order form, the B2B Partner enters the exact and correct delivery address:
  • i. The address of the B2B Partner’s own warehouse/registered office (standard wholesale delivery).
• e. The B2B Partner provides the details needed to issue a VAT invoice (if different from the details saved in the Account).
• f. The B2B Partner selects an available delivery method and accepts the associated costs.
• g. The B2B Partner reviews the payment terms. The standard form of payment is prepayment by bank transfer to the Seller’s account indicated on the pro forma invoice or in the Order confirmation. B2B Partners with an established cooperation history may individually negotiate with the Seller the possibility of obtaining a trade credit limit or deferred payment terms. Such terms require separate written arrangements.
• h. The B2B Partner checks in the summary that all the data entered and the Order details are correct, and then places the Order by clicking the final button, which constitutes an offer to conclude a sales agreement.

4. A Sales Agreement between the Seller and the B2B Partner is concluded when the Seller confirms acceptance of the Order for processing, which may take the form of an appropriate message displayed on the Wholesale Platform after the Order is placed, or a separate e-mail sent to the B2B Partner’s address. An automatic system confirmation that the Order has been received does not in itself constitute acceptance of the Order for processing.

5. After the Order is placed and (in the case of prepayment) after the payment has been credited or the granted credit limit has been confirmed, the Seller proceeds to process the Order. The B2B Partner will be informed of the Order’s processing status by electronic means or through the information available in its Account.

6. The Seller reserves the right to contact the B2B Partner (by telephone or e-mail) after the Order is placed in order to clarify doubts or propose a modification of the Order if processing the Order in its original form proves impossible or significantly difficult for logistical, technical or operational reasons (e.g. difficulty in packing a particular quantity, no possibility of shipping by the chosen method, sudden unavailability of part of the Goods). Any material changes to the terms of the Order (e.g. concerning the Goods, price or delivery date) require the B2B Partner’s acceptance.

7. Confirmation of the conclusion of the Agreement and the text of these Terms and Conditions (in the version in force at the time the Order was placed) are made available to the B2B Partner in electronic form (e.g. in an e-mail or for download from the Account).

§8. Prices and available delivery and payment methods

1. The prices of the Goods are stated in their descriptions available on the Platform.

2. All prices are expressed in Polish zloty and are net prices.

3. The price binding on the parties to the transaction is the price shown next to the Goods at the time the Customer places the Order in accordance with the procedure described in §7 of these Terms and Conditions.

4. The Seller does not apply individual price adjustment based on automated decision-making.

5. The total amount payable by the Customer consists of the price of the Goods and the cost of delivery, of which the Customer is informed on the Platform’s pages while placing the Order, including at the moment of expressing the intention to enter into the Agreement.

6. The Customer may use the following methods of delivery or collection of the ordered Goods:

• a. courier delivery
• b. courier delivery on the Customer’s own shipping label
• c. collection in person

7. No delivery costs apply to the supply of the Newsletter or of free digital Services.

8. The Customer may pay for the order using one of the following payment methods:

• a. payment by bank transfer to the Seller’s account
• b. payment on receipt

9. Detailed information on the payment methods available for particular Goods is provided in the Order Form.

10. By entering into an Agreement with the Seller, the Customer consents to invoices and corrective invoices being sent electronically to the e-mail address given in the Order Form or in an e-mail sent to the Seller.

§9. Complaints procedure (B2B Partners)

1. This section sets out the rules for submitting and handling complaints by B2B Partners concerning Goods purchased through the Wholesale Platform.

2. The provisions of this section apply solely to the relationship between the Seller and B2B Partners. The provisions on complaints made by Consumers or Entrepreneurs with Consumer Rights, arising in particular from the Polish Consumer Rights Act (concerning e.g. non-conformity of goods with the contract), do not apply to agreements concluded under these Terms and Conditions.

3. Pursuant to Article 558 § 1 of the Polish Civil Code, the Parties exclude the Seller’s liability under the statutory warranty (rękojmia) for physical and legal defects of the Goods to the fullest extent permitted by law in business-to-business transactions.

4. The B2B Partner is entitled to submit a complaint where it finds:

• a. Mechanical damage to the Goods sustained in transit, or quantity shortfalls in the delivery, provided these are identified on receipt of the consignment and documented in accordance with the procedures required by the carrier (e.g. a damage report drawn up in the presence of the courier, or another document confirming the irregularity).
• b. Delivery of Goods that do not match the Order placed (e.g. a different product, a different specification from that ordered, an incorrect quantity – other than transit shortfalls).
• c. Hidden defects in the Goods covered by any quality warranty given by the manufacturer of the Goods, where the Seller acts as an intermediary in the warranty process or the warranty terms so provide.

5. Complaints may be submitted by the B2B Partner solely through the dedicated electronic Complaint Form, available in the menu after logging in to the B2B Partner’s Account.

6. Complaints submitted in any other form (e.g. by e-mail, telephone or in writing) may be left unprocessed. The Complaint Form is the sole channel for handling complaints covered by this procedure.

7. To enable the complaint to be handled efficiently, the B2B Partner is required to complete all mandatory fields in the Complaint Form, providing at least:

• a. Details identifying the B2B Partner
• b. The number of the Order or invoice to which the complaint relates.
• c. Precise identification of the Goods complained of (name, EAN code).
• d. A detailed description of the defect, non-conformity or damage found.
• e. Clear photographs or video material documenting the reported problem (required in particular for visible defects and transit damage).
• f. The preferred way of resolving the complaint (e.g. replacement, discount, corrective note), although the final choice of resolution rests with the Seller after analysing the submission.

8. Time limits for submitting complaints:

• a. Complaints concerning transit damage or quantity shortfalls (point 4(a)) must be submitted immediately, and no later than 5 working days from the date of receipt of the delivery, with the required documentation attached (e.g. the damage report).
• b. Complaints concerning Goods not matching the Order (point 4(b)) should be submitted immediately after the discrepancy is identified, and no later than 5 days from the date of receipt of the delivery.
• c. Complaints under any manufacturer’s warranty (point 4(c)) should be submitted within the time limits and on the terms set out in the product’s warranty card. Failure to meet the above time limits may result in the complaint being rejected.

9. On receipt of a correctly completed Complaint Form, the Wholesale Platform’s system may automatically confirm its receipt.

10. The submission is then checked for completeness and passed to the Seller’s internal quality control department (or another designated department, e.g. “Quality Service”) for a substantive assessment of its merits.

11. The Seller undertakes to consider the complaint and inform the B2B Partner of the outcome without undue delay, usually within no more than 14 working days from the date of receipt of the complete submission. This period may be extended in complex cases requiring, for example, an external expert opinion, of which the B2B Partner will be informed.

12. The B2B Partner will be informed of the decision on the complaint (acceptance or rejection of the claims and the proposed way of resolving it) by its assigned Sales Representative or the B2B Customer Service Department, by e-mail or by a message in the B2B Partner’s Account.

13. If the complaint is accepted, the details of how it will be resolved (e.g. dispatch of missing Goods/replacement of defective Goods, issue of a corrective invoice, rules for returning the defective Goods) will be agreed individually with the B2B Partner by the Sales Representative.

14. Any return of the Goods complained of to the Seller is at the Seller’s cost and risk (where the complaint is accepted), but only after the date and method of collection/dispatch have been agreed in advance with the Seller. The Goods should be adequately secured for transport.

15. This complaints procedure applies solely to the B2B relationship between the Seller and the B2B Partner. The B2B Partner is solely responsible for receiving and handling complaints submitted by its End Customers, in accordance with applicable law and its own terms of sale (as also emphasised in §7(7)).

§10. Contractual rules for returning Goods (B2B Partners)

1. This section governs the return of fully saleable Goods purchased by B2B Partners through the Wholesale Platform and applies solely to B2B relationships (between entrepreneurs).

2. The Parties agree that the provisions of the Polish Consumer Rights Act concerning the right to withdraw from a distance contract without giving a reason within 14 days do not apply to sales agreements concluded between the Seller and the B2B Partner in connection with the B2B Partner’s business activity (purchase of Goods for resale or for the needs of that business). The B2B Partner has no statutory right to withdraw from the agreement.

3. In the interest of good commercial relations, the Seller voluntarily allows the B2B Partner to return certain fully saleable Goods on the commercial terms strictly defined below. The decision to accept a return rests with the Seller in each case, after verifying that the conditions are met.

4. Conditions for accepting a return under the Seller’s commercial policy:

• a. The B2B Partner must notify the Seller of its intention to return within no more than 7 calendar days from the date of physical receipt of the Goods. Notification must be made by e-mail to biuro@kamai.pl or via the dedicated form on the Platform.
• b. Only Goods that are fully saleable, unused, unassembled, clean, free from defects, in the manufacturer’s original, intact packaging with no tape applied directly to it, and fit for immediate resale by the Seller as new goods may be returned.
• c. A return is possible only after the Seller has accepted the return notification (by e-mail or by a message on the Platform). The Seller will provide instructions on how and to which address the Goods are to be sent back.
• d. The Seller may refuse to accept a return if the Goods do not meet the conditions set out in point (b), were sent back without prior acceptance or after the set deadline, or show signs of use beyond normal inspection.
• e. Returns are not available (unless individually agreed otherwise) for: Goods imported or manufactured to the B2B Partner’s special order, Goods from sales/promotions marked as non-returnable, Goods with a short shelf life, and hygiene/sterile Goods with damaged packaging.

5. Return procedure and costs:

• a. After receiving acceptance of the return, the B2B Partner is required to pack the Goods securely and send them back to the address indicated by the Seller.
• b. All costs of sending the Goods back (including transport and consignment insurance) and the risk of damage to or loss of the Goods in return transit are borne by the B2B Partner.
• c. The return consignment should be clearly marked (e.g. with the return notification number) in the manner indicated by the Seller.

6. Settlement of an accepted return:

• a. After receiving the return consignment and verifying that the condition of the Goods and compliance with the return conditions are satisfactory, the Seller will issue the B2B Partner a corrective invoice to the original purchase invoice.
• b. A flat-rate handling fee of PLN 15 net (in words: fifteen zloty net) will be deducted from the value of the returned Goods (as stated in the corrective invoice) for each accepted return procedure (i.e. for handling one return consignment/one return notification). This fee covers the Seller’s costs of handling the return, including: receiving and checking the goods, warehouse handling (unpacking, inspection, returning to shelf), administrative and accounting handling, and the cost of disposal and recycling of the packaging materials used by the B2B Partner for the return.
• c. The remaining amount resulting from the corrective invoice (after deduction of the handling fee) will be settled with the B2B Partner in an agreed manner, e.g. by set-off against the B2B Partner’s current or future liabilities to the Seller OR by refund by bank transfer to the B2B Partner’s bank account indicated on the original invoice or another account indicated by the B2B Partner, within 30 working days from the date of issue of the corrective invoice.

7. These contractual rules for the return of fully saleable Goods by B2B Partners are entirely independent of the complaints procedure described in §9 of these Terms and Conditions, which concerns defective Goods or Goods not in conformity with the agreement.

§11. Governing law and dispute resolution

1. All Agreements concluded between the Seller and the B2B Partner under these Terms and Conditions, and all disputes arising out of or in connection with those Agreements, are governed exclusively by Polish law. The choice of Polish law is exclusive, and the Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. The Parties undertake to seek an amicable resolution of any disputes that may arise from the interpretation or performance of Agreements concluded under these Terms and Conditions, in the first instance through direct negotiations conducted in good faith.

3. If the Parties fail to reach an agreement through negotiations within 30 (thirty) days from the date on which one of the Parties raises the disputed matter, all disputes arising out of or in connection with Agreements concluded under these Terms and Conditions will be submitted for resolution to the ordinary court having exclusive territorial jurisdiction based on the Seller’s registered office.

4. The provision of paragraph 3 constitutes a jurisdiction agreement (umowa prorogacyjna) within the meaning of Article 46 of the Polish Code of Civil Procedure (Kodeks postępowania cywilnego), binding on both Parties. By accepting these Terms and Conditions, the B2B Partner agrees to submit disputes to the jurisdiction of the court competent for the Seller’s registered office.

5. Given that these Terms and Conditions and the Agreements concluded under them govern exclusively legal relationships between entrepreneurs (B2B), the Parties confirm that the out-of-court dispute resolution mechanisms intended for consumers do not apply, including in particular: proceedings before the Provincial Inspectorates of the Trade Inspection, permanent consumer arbitration courts, and the online dispute resolution platform (ODR Platform) available at ec.europa.eu/consumers/odr/. The B2B Partner is not entitled to use these mechanisms in relation to disputes with the Seller.

§12. Intellectual property rights and licence to use the Materials

1. All content and materials made available to B2B Partners by the Seller, regardless of the form and manner in which they are made available (including through the Wholesale Platform, the Information Website, XML/CSV integration files, the API, e-mail or otherwise), and in particular: descriptions of the Goods, technical specifications, photographs, graphics, visualisations, video materials, logos, trade marks, catalogues, price lists and other promotional and marketing materials (hereinafter jointly the “Materials”), are protected by intellectual property rights, including in particular copyright.

2. The economic copyright and other intellectual property rights in the Materials belong to the Seller, the manufacturers of the Goods or other third parties with which the Seller cooperates under the relevant agreements or licences. Making the Materials available to the B2B Partner by the Seller does not constitute a transfer of any intellectual property rights in those Materials.

3. The Seller makes the Materials available to B2B Partners free of charge, as a form of support within the established commercial relationship.

4. Upon making the Materials available (or upon activation of the B2B Partner’s Account, which gives access to the Materials), the Seller grants the B2B Partner a limited, non-exclusive, non-transferable and revocable licence to use those Materials, solely within the territory of the Republic of Poland (or another agreed territory) and on the terms strictly defined in this section.

5. The licence granted entitles the B2B Partner to use the Materials solely and exclusively for the marketing, advertising and sale of Goods previously purchased by that B2B Partner from the Seller. In particular, reproduction of the Materials by digital means and making them available to the public in such a way that anyone can access them at a place and time of their choosing (the Internet) is permitted, but only within:

• a. The B2B Partner’s own online shop.
• b. The B2B Partner’s official accounts on marketplace platforms on which the B2B Partner offers Goods purchased from the Seller.
• c. The B2B Partner’s marketing materials (e.g. newsletters, social media) promoting Goods purchased from the Seller.

6. In particular, the B2B Partner is not entitled to:

• a. Use the Materials for any purpose other than that set out in paragraph 5.
• b. Use the Materials to promote goods not originating from the Seller or to promote activity competing with the Seller.
• c. Make any changes or modifications to the Materials (including translations and adaptations), other than changes necessary for technical reasons (e.g. resizing, change of file format) that do not affect the integrity of the work or the Seller’s/manufacturer’s markings.
• d. Remove from the Materials any copyright notices, trade marks, watermarks or other markings identifying the source or the rights holder.
• e. Sub-license, resell, rent, lease or otherwise make the Materials available to third parties, whether for payment or free of charge.
• f. Use the Materials in a manner contrary to good practice or the law, or in a manner that could harm the reputation of the Seller, the manufacturers of the Goods or the brands presented.

7. The licence referred to in this section is granted for the duration of the active commercial relationship between the Seller and the B2B Partner (i.e. for as long as the B2B Partner holds an active Account on the Wholesale Platform). The licence expires automatically when the cooperation ends (e.g. on deletion of the Account), and the Seller may terminate it with immediate effect if the B2B Partner breaches the terms set out in this section.

8. After the licence expires or is terminated, the B2B Partner is required to cease using the Materials immediately and to permanently remove them from all of its systems, websites, sales platforms and any other media.

9. The B2B Partner is required to respect the copyright and other intellectual property rights of the Seller or of the third parties whose Materials are made available.

10. Use of the Materials contrary to the provisions of this section constitutes a breach of the Agreement and may give rise to the B2B Partner’s liability in damages towards the Seller or other rights holders, as well as liability under generally applicable law.

§13. Personal data and cookies

1. The rules for processing personal data and using cookies are described in the Privacy and Cookies Policy available at https://kamai.eu/regulamin-i-inne-dokumenty-odnosnie-wspolpracy

§14. Final provisions

1. Agreements concluded by the Seller are concluded in Polish.

2. The Seller reserves the right to amend these Terms and Conditions for important reasons, i.e. changes in the law or changes to payment and delivery methods, to the extent that such changes affect the performance of the provisions of these Terms and Conditions. Amendments take effect on the date the new terms and conditions are published. Amendments do not apply to agreements concluded before the amendments to the Terms and Conditions were introduced.

3. In matters not governed by these Terms and Conditions, the generally applicable provisions of Polish law apply, in particular: the Consumer Rights Act, the Civil Code; the Entrepreneurs’ Law; the Act on Providing Services by Electronic Means; the General Data Protection Regulation (GDPR) and the Personal Data Protection Act.

4. These Terms and Conditions apply to agreements concluded from 1 January 2020.