GENERAL TERMS AND CONDITIONS OF SALE FOR BUSINESS PARTNERS

VERSION EFFECTIVE AS OF MARCH 22, 2022

These General Terms and Conditions of Sale for Business Partners are the basis for all sales and/or deliveries carried out by Milo-Sport M. and E. Kwaśniewscy s.j., located at Łączna 39, 41-303 Dąbrowa Górnicza, registered by the District Court Katowice-East in Katowice, Commercial Division VIII of the National Court Register, VAT: PL6260015355, REGON: 271946804, KRS: 0000101572.

  • Supplier– Milo-Sport M. and E. Kwaśniewscy s.j., located at Łączna 39, 41-303 Dąbrowa Górnicza, registered by the District Court Katowice-East in Katowice, Commercial Division VIII of the National Court Register, VAT: PL6260015355, REGON: 271946804, KRS: 0000101572.
  • Recipient– means a natural person, legal entity, conducting business or professional activities on their own behalf.
  • GTC– stands for General Terms and Conditions of Sale for the Recipient, which the Recipient has reviewed and accepted prior to commencing cooperation with the Supplier.
  • Goods – means a product presented by the Supplier in catalogs, price lists, brochures, and other materials, as well as through the B2B Platform, which is the subject of sale.
  • Order– a statement of intent by the Recipient aimed at concluding a distance sales agreement.
  • Sales Agreement– means a purchase and sale agreement concluded between the Recipient and the Supplier by phone, in writing, by fax, or by electronic mail, as well as electronically through the B2B Platform under the terms specified in the GTC.
  • Delivery– means the actual action of delivering the Goods to the Recipient as specified in the Order.
  • B2B Platform– means the website at https://b2b.milo.pl, through which the Recipient has access to the Supplier’s offer and can place Orders.
  • Carrier – a company through which the Supplier sends the ordered Goods to the Recipient.
  • Working Days– means weekdays from Monday to Friday, excluding public holidays.
  1. The GTC constitute an integral part of all sales, deliveries, orders, and purchase-sale transactions concluded with the Supplier, including supplementary or replacement deliveries, and define the mutual relations between the Supplier and the Recipient. Deviation from the application of these GTC requires a written form under pain of nullity.
  2. The GTC apply to all future Deliveries, Orders, and Sales Agreements without the need for the Parties to explicitly or even implicitly refer to the GTC.
  3. Sales based on these GTC constitute a business partnership between business entities.
  4. The General Terms and Conditions of Sale are available on the website https://milo.pl/ows and on the B2B Platform website https://b2b.milo.pl/ows. By placing an Order, the Recipient is deemed to have accepted the GTC for all Orders and Sales Agreements until their content is changed or their application is revoked.
  1. A prerequisite for purchasing Goods from the Supplier is the placement of an Order by the Recipient. The Order can be placed through the B2B Platform, by phone, in writing, by fax, or by electronic mail. The Supplier will provide the Recipient with all the information needed to use the B2B Platform. The Supplier is not responsible for errors that may arise due to misunderstandings in the interpretation of the message’s content.
  2. If the Supplier has granted the Recipient a trade credit, the fulfillment of an Order exceeding the amount of credit granted to the Recipient is possible only after the prior payment of any existing obligations (including those not overdue) up to the amount not exceeding the credit limit granted.
  3. The Supplier may refuse to accept an order if the Recipient has not fulfilled any obligations towards the Supplier on time.
  4. The Supplier has the right to refuse to accept an order without giving reasons and without any claims from the Recipient.
  1. The Supplier sends the Goods to the address(es) specified by the Recipient when placing the Order or to another address declared by the Recipient. Placing an Order without specifying a different address is interpreted as a request to deliver the Goods to the previously known address of the Recipient.
  2. Unless the Recipient specifies otherwise, the Supplier sends the Goods via a carrier selected by the Supplier. The delivery of the Goods is at the expense of the Recipient. The cost of delivering a shipment with a gross weight of up to 30 kg is PLN 17.89 net. The cost of delivering a COD shipment with a gross weight of up to 30 kg is PLN 20.73 net.
  3. The delivery time of the Goods from the moment the Order is placed by the Recipient until the Goods are handed over to the Carrier should not exceed 2 Working Days. The Supplier will always endeavor to meet the agreed delivery time. The Supplier shall not be liable for delays in delivery, especially in case of force majeure or other unforeseen or extraordinary events beyond the Supplier’s control that prevent timely performance.
  4. The delivery time starts no earlier than from the day the Recipient provides all documents and information necessary for proper order processing and delivery, as well as fulfills all obligations towards the Supplier, including settling any outstanding payment arrears to the Supplier, and in the case of advance payment – after making full payment for the order. In case of any changes to an already placed Order, the execution time starts from the moment the changes are incorporated by the Supplier.
  5. The Recipient undertakes to promptly accept the ordered Goods. The ordered Goods are not subject to return. In justified cases or by prior agreement, a return may be accepted.
  6. In the event of refusal to accept the ordered Goods or the absence of the Recipient’s representative at the place of Delivery, the Supplier has the right to charge the Recipient with a contractual penalty equal to the cost of transporting the goods to the recipient’s warehouse.
  7. The Recipient or a person authorized by them bears full responsibility for verifying the conformity of the Delivery with the attached invoice and/or Order at the time of Goods receipt. In the event of any reservations by the Recipient regarding the ordered Goods, particularly in cases of identified damages, incomplete deliveries, or deviations from the placed orders, the Recipient should promptly notify the Supplier and, without undue delay, provide copies of the waybill, complaint protocol, and other delivery documents, as well as appropriate statements from the Carrier regarding the occurred damages or deficiencies. The above constitutes a condition for pursuing any potential claims due to shortages or damages of the shipment, as well as discrepancies between the invoice and the order, by the Recipient. The Supplier has the right not to consider complaints in this regard, submitted after the goods have been received from the Carrier or directly from the Supplier’s warehouse.
  8. In the event that the Recipient accepted the goods without inspecting their condition and/or quantity together with the Carrier, or did not notify the Carrier of any reservations indicating the nature of the shortage or damage, it is presumed that the Recipient received the goods in accordance with the Order and/or VAT invoice.
  9. The Recipient forfeits the rights regarding quantitative shortages of the goods if they personally accepted the delivery without any reservations.
  10. Upon the delivery of the goods to the Recipient, all responsibilities related to the ownership of the items as well as the risk of accidental loss or damage to the goods transfer to them.
  1. Prices for the sold Goods are established based on the current Supplier’s price list in effect at the time of Order acceptance, taking into account any applicable discounts granted to the Recipient.
  2. The prices of Goods are expressed in Polish zlotys (PLN). All prices are EXW prices, i.e., the pickup of Goods takes place at the Supplier’s warehouse at the expense of the Recipient. For net prices, the value-added tax (VAT) is added in accordance with applicable regulations, along with the cost of shipping the Goods.
  3. The Recipient, pursuant to Article The Recipient, based on Article 106n of the Act of 11 March 2004 on Goods and Services Tax, gives consent and authorizes the Supplier to issue VAT invoices without a signature and in electronic form, and to send them along with the goods and/or via electronic mail to the electronic mail address provided by the Recipient, with the effect of an accepted invoice (invoice) as referred to in Article 485 § 1 pkt 2 of the Civil Procedure Code.
  4. The invoices will be sent by the Supplier from corporate email addresses within the domain milo.pl, to the Recipient’s email address in PDF file format, and will include the necessary data for its identification.
  5. If a deferred payment term has not been agreed upon and no credit limit has been granted, within which the given Order falls, then the payment is made in advance, i.e., upfront. prior to the pickup or shipment of the ordered Goods, or via cash on delivery. In the case of payment by bank transfer, the Goods can only be collected after confirmation of the payment received by the Supplier’s account, i.e., upon recording the credit of the incoming bank transfer on the Supplier’s bank account indicated on the VAT invoice.
  6. In the event of the Recipient being granted a trade credit limit, payments can be executed within a timeframe agreed upon between the Supplier and the Recipient.
  7. In the case of delays in payment for sales with a deferred payment term, the Recipient is obligated to pay interest for delay in commercial transactions, as well as other amounts as specified in the Act of 8 March 2013 on Payment Terms in Commercial Transactions. Powyższe nie wyłącza możliwości dochodzenia przez Dostawcę dalej idących roszczeń odszkodowawczych z tytułu wyrządzonej Dostawcy szkody. The above provisions do not infringe upon any other rights vested in the Supplier.
  1. In sales with a deferred term, including trade credit, the goods sold by the Supplier remain its property until the Recipient fulfills all obligations towards the Supplier arising from the Sales Agreement or Delivery, particularly until the complete payment of the price and all potential claims and additional costs.
  2. If the Recipient fails to fulfill its obligations towards the Supplier within the specified timeframe, especially if it fails to pay the full price and all potential claims and incidental costs, the Supplier has the right to repossess the goods at the expense of the Recipient. The Recipient is then obliged to promptly return the goods to the Supplier. The acceptance of goods does not imply withdrawal from the agreement.
  1. The Recipient has rights and timeframes in accordance with the warranty. The warranty for the purchased goods is provided for a period of 24 months from the day of sale of the goods to the customer by the Recipient. The Supplier’s liability under the warranty covers only defects arising from causes beyond the control of the customer. In case of improper use of the delivered goods (not in accordance with the usage and maintenance instructions attached to the Goods), the customer loses the right to free warranty repair or replacement.
  2. A complaint can only be submitted by the Recipient. The complaint report should include the name of the goods, date of sale, invoice number, and a description of the defect provided by the customer. The delivered goods should be clean. Soiled items will be returned at the cost of the Recipient.
  3. The Recipient is responsible for covering the shipping costs of the returned goods to the Supplier for the purpose of complaint. The Supplier covers the costs of sending the complaint back to the Recipient.
  1. The fulfillment of Deliveries and Sales Agreements requires the processing of the Recipient’s personal data provided, among others, during the Order fulfillment. In connection with the above, the Supplier provides the following information regarding the processing of the Recipient’s personal data and the rights of the Recipient associated with it.
  2. The legal basis for preparing this information is Regulation (EU) 2016/679 of the European Parliament and of the Council dated April 27, 2016. concerning the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), also known as GDPR. The Data Controller for the Recipient’s Personal Data is the Supplier. For matters related to personal data protection, please contact the Supplier by phone at +48 32 264 1134 or by email at info@milo.pl.
  3. The personal data of the Recipient will be processed for the following purposes:
  4. For the purpose of executing the sales/delivery/service agreement (legal basis: Article 6(1)(b) of the GDPR);
  5. For the purpose of fulfilling legal obligations incumbent on the Supplier in connection with the execution of the sales/delivery and/or service agreement, especially obligations related to accounting and tax settlements (legal basis: Article 6(1)(c) of the GDPR);
  6. For the purpose of establishing, pursuing, or defending claims between the Supplier and the Recipient (legal basis: Article 6(1)(f) of the GDPR).
  7. The Supplier may entrust the processing of the Recipient’s personal data to service or product providers acting on behalf of the Supplier, particularly entities providing IT, accounting, legal, and other services. In accordance with data processing agreements concluded with such entities, the Supplier requires these service providers to comply with legal regulations and ensure a high level of privacy and security for the Recipient’s personal data processed by them on behalf of the Supplier.
  8. The personal data of the Recipient will be stored for the duration necessary to fulfill the sales/delivery and/or service agreement and the execution of Orders, after which the data will be stored for the period appropriate for the statute of limitations of claims. The Supplier may retain data for a longer period than indicated in the previous sentence only if required by obligations imposed on the Supplier by universally applicable law, such as regulations mandating the retention of tax documentation for a specified period.
  9. The Recipient has the right to:
  10. Access the content of their personal data, correct them, and delete them – if the conditions specified in Article 17 1 of the GDPR are met.
  11. Restrict the processing of their data, data portability, or lodge a complaint with the President of the Personal Data Protection Office if the Recipient believes that the Supplier is processing their personal data in breach of the GDPR regulations.
    The exercise of the rights mentioned above can be carried out by indicating one’s requests and sending them to the Supplier via email at the address info@milo.pl.
  1. The Recipient commits to promptly inform the Supplier of all known circumstances that might indicate a loss of financial ability, as well as the initiation of bankruptcy, liquidation, enforcement, restructuring, reorganization proceedings against them, and other circumstances that could pose a threat to fulfilling the obligations arising from this Agreement.
  1. The Supplier reserves the right to make changes to the Goods presented in its catalogs, price lists, brochures, and other materials, as well as through the B2B Platform, as well as to remove the Goods presented in them from its assortment. The Supplier is not liable for discrepancies between the delivered Products and their illustrations in catalogs, brochures, and other materials, as well as on the B2B Platform.
  2. Data on prices, discounts, payment terms, as well as the availability of Goods offered by the Supplier, along with all technical, commercial, and financial information, in both tangible and intangible forms, provided by the Supplier to the Recipient, are strictly personal, confidential, and constitute trade secrets and business confidential information. This also applies to information regarding Goods, suppliers, customers, methods, technical matters, access to the B2B Platform, inventions, trade data, as well as containing patterns and technical drawings of products and production processes, functions, processes, trade secrets, patents, inventions, and intellectual property rights. These pieces of information are intended exclusively for the Recipient and solely for purposes related to the purchase of Goods offered by the Supplier.
  1. The Supplier has the right to amend the Terms and Conditions in each of the following cases and circumstances:
  1. change in universally applicable regulations, if as a result of this change, the Supplier is legally obliged to amend the Terms and Conditions or if such a change is indicated;
  2. a court judgment, administrative decision, or other ruling has been issued, if the Terms and Conditions contain provisions similar or related to those subject to the court’s or authority’s assessment, and due to the content of the judgment, decision, or ruling, it requires an amendment to the Terms and Conditions or if such a change is indicated;
  3. an official or court recommendation, interpretation of regulations has been issued, if they concern matters covered by the Terms and Conditions and as a result of their issuance, there is a need to amend the Terms and Conditions (or such a change is indicated) to align the content of the Terms and Conditions with the issued recommendation or official or court interpretation of the regulations;
  4. the need to correct obvious mistakes or typographical errors, or to fill gaps or inaccuracies in the Terms and Conditions that cannot be rectified through the interpretation of its provisions;
  5. the need to supplement provisions of the Terms and Conditions in connection with issues reported by the Recipients;
  6. organizational changes at the Supplier or changes in the market situation;
  7. changes in market conditions applied by subcontractors used by the Supplier (e.g., changes in courier service rates);
  8. introduction of new functionalities, including, for example, changes in the way Orders are processed by the Supplier;
  9. expansion of the Supplier’s product range requiring adjustments to the provisions of the Terms and Conditions;
  10. change of the Data Protection Officer requiring the update of the content of the Terms and Conditions or changes to the informational clause prepared based on GDPR regulations;
  1. In the event of the ineffectiveness of individual provisions of these Terms and Conditions, the remaining provisions of these Terms and Conditions and the agreements concluded based on them remain in force. Ineffective provisions will be replaced with other effective provisions that most closely correspond to the economic purpose of the replaced provisions.
  2. Only the law of the Republic of Poland is applicable to orders placed based on the Terms and Conditions. In matters not regulated by these Terms and Conditions, the provisions of the Civil Code and the Act of 12 June 2003 apply accordingly. on Payment Terms in Commercial Transactions. The application of provisions on the international sale of goods (CISG – United Nations Convention on Contracts for the International Sale of Goods) and Polish provisions on private international law is expressly excluded.
  3. Disputes arising from sales/delivery agreements, orders, or other relationships to which these Terms and Conditions apply shall be subject to the jurisdiction of the court competent for the Supplier’s registered office.