This Regulations defines the general conditions, principles and method of sale carried out by ARSENAL PL Sp. z o.o. sp.j. with its registered office in Białystok, through the B2B Platform (hereinafter referred to as the “B2B Platform”) and defines the principles and conditions of provision of services by electronic means by ARSENAL PL Sp. z o.o. sp.j. with its registered office in Białystok.
§ 1 Definitions
1. Seller’s Warehouse – ARSENAL PL Sp. z o.o. sp.j., Przedzalniana Street No. 6 H, 15-688 Bialystok.
2. Account Activation – an action performed in the way described in these Terms and Conditions, necessary for the Customer to be able to use the B2B Platform.
3. Business days – Monday through Friday, with the exclusion of the official holidays.
4. Delivery/ Loading day – means the actual activity consisting in the delivery to the Customer by the Seller, via the Carrier, of the Goods specified in the order, or the direct acceptance of the Goods by the Customer from the Seller’s Warehouse.
5. Carrier – the transport company the Seller cooperates with in respect to the Delivery of Goods, or the Customer’s own means of transportation.
6. Password – a string of letters, numbers or other characters chosen by the Customer, used to protect the access to the Customer’s Account on B2B Platform. The Password is established by the Seller during the Customer’s Registration on the B2B Platform..
7. Customer – means a natural person, a legal person or an organizational unit that is not a legal person, to whom the act granted the legal capacity, conducting economic or professional activity on its own behalf and cooperating with ARSENAL PL Sp. z o.o. sp.j.
8. Customer’s Account – an individual panel for each Customer, created on their behalf by the Seller.
9. Login – an individual designation of the Customer, determined by the Seller, consisting of a string of letters, numbers or other characters, which is needed, together with the Password, to log onto the Customer’s Account on the B2B Platform.
10. Terms and Conditions – this listing of terms and conditions for the B2B Platform.
11. Seller – means ARSENAL PL Sp. z o.o. sp.j. with its registered office in Białystok (15-688), at Przedzalniana Street No. 6 H, NIP number: 9662095889, REGON number: 360667780, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court in Białystok, XII Commercial Division of the National Court Register under KRS number: 0000941396, who is also the owner of the B2B Platform.
12. B2B Platform Website – means the Internet pages where the Seller operates its B2B Platform, in the Internet domain https://arsenal.xemi.pl.
13. Goods – articles offered for sale by the Seller on the B2B Platform Website.
14. Sale Agreement – means a contract of sale concluded electronically between the Customer and the Seller, according to the rules stated in these Terms and Conditions.
§ 2 General provisions
1. All rights to the B2B Platform, including the copyrights, intellectual property rights to its name, the Internet domain, B2B Platform Website, templates, forms, logos belong to the Seller, and may be used only in compliance with these Terms and Conditions.
2. The B2B Platform is made available by the Seller, by means of the Internet and B2B Platform Website, as a computerized, IT resource.
§ 3 Using the B2B Platform
1. The use of the B2B Platform is any activity on the part of the Consumer that leads to an access to the content of the B2B Platform Website, subject to the provisions of §4 of these Terms and Conditions.
2. The B2B Platform may be used only in accordance with the rules stated in, and in the scope permitted by, these Terms and Conditions.
3. The seller shall make best efforts to ensure that the use of the B2B Platform is possible with all the popular Internet browsers, operating systems, computer models, and types of Internet connection. The seller cannot guarantee, however, that every possible configuration of the hardware and software owned by the Customer will permit the use of the B2B Platform, and thereby shall not be held liable if it does not. The minimum technical requirements allowing the use of the B2B Platform Website, with the reservation of the previous sentence, are: an Internet browser with Javascript support and Adobe Flash plugin installed (without systems blocking Flash objects from being displayed), accepting ”cookie” files.
4. To place an order on the B2B Platform or to use Services offered through the on-line Store, the Customer needs to have an active e-mail account.
5. When using the B2B Platform, the Customer has no right to interfere with the content, structure, form, graphics or the functioning of the B2B Platform.
6. It is prohibited for the Customer to provide illicit content, or to use the B2B Platform, B2B Platform Website, or the free services provided by the Seller in a way that is contrary to legal regulations or generally accepted principles of morality, violates personal rights of third parties, or infringes on legitimate interests of the Seller.
7. The Customers have the right to use the B2B Platform resources only for their own purposes. It is not permitted to use the resources and functionality of the B2B Platform in a way that would harm the interests of the Seller.
8. The Seller states that because of the public character of the Internet, using on-line services may involve the risk of Customers’ data being stolen or modified by unauthorized third parties. To minimize the risk, customers should use appropriate technical means of protection, like antivirus or identity-protection software. The Seller never asks the Customer for the Customer’s Password.
§ 4 Registration
1. For the Customer’s Account to be created, the Customer should inform the Seller about the Customer’s willingness to join the B2B Platform This is done by sending an e-mail to the Seller, using a contact form available at www.arsenalpl.pl or by completing the registration form, available under the “REGISTER” button at https://arsenal.xemi.pl.
2. To be able to place orders on the B2B Platform, it is necessary for the Customer to have a Customer’s Account.
3. To activate the Account, the Customer logs in to the B2B Platform using the login and password sent by ARSENAL PL Sp. z o.o. sp.j.
4. The Account Activation by the Customer amounts to:
a) becoming acquainted with and accepting by the Customer the provisions of these Terms and Conditions;
b) entering a contract for providing by the Seller services in the form of operating the Customer’s Account;
c) authorizing the Seller to process the Customer’s personal data contained in the registration form, in order to provide the service of operating the Customer’s Account, and for statistical purposes, as well as agreeing that the Seller delivers to the e-mail address provided by the Customer during registration, information related to the maintenance of the Customer’s Account.
5. During Account Activation, the Customer may agree to the processing of his/her personal data for marketing purposes. In this case, the Seller shall make it clear, for what purposes the data is being collected, and also who the known to the Seller projected recipients of the data are. A consent to the processing of personal data for marketing purposes takes into account that:
a) the consent is voluntary and can be withdrawn at any time;
b) the Customer, whose personal data is being processed, has the right to access the data, correct it, or remove it;
c) the entrusting of the personal data to the Seller is done by checking off an appropriate box during the Account Activation.
6. Giving a consent to processing of personal data for marketing purposes implies, in particular, a consent to receiving business-related information from the Seller, at the e-mail address provided at Account Activation.
7. The Customer is obliged to make every effort possible in order to preserve the confidentiality of the Password, and to protect it from becoming available to third parties. If there is a suspicion that the Password might have been disclosed to an unauthorized person, the Customer shall immediately notify the Seller about this fact, using any available means of communication. The Seller will provide then a new Password to the Customer.
8. The Seller creates and implements protective measures against unauthorized use, reproduction or distribution of the content available on the B2B Platform Website. Whenever the Seller uses such protective measures, the Customers shall refrain from any actions aimed at removing or circumventing such measures or solutions.
§ 5 Orders, payments, and order fulfilment.
1. The information provided on the B2B Platform Website shall not be construed a Seller’s offer.
2. Through the B2B Platform Website, the Customer can place orders 24 (twenty four) hours a day, 7 (seven) days a week.
3. The Customer makes an order by selecting on the Website the Goods he/she is interested in, specifying the quantity in the “ORDER” column next to each article, and then adding the Goods to the Cart, by clicking on the shopping cart icon. After all the requested Goods have been placed in the Cart, the Customer selects ”CONFIRM” in the Cart tab. To complete the order, the Customer is required to accept the Terms of Service, by clicking „APPROVE” button, thereby sending out the order form, and placing the order to the Seller.
The prices quoted on the B2B Platform do not include costs of Delivery, about which the Customer will be informed in a separate correspondence after placing the order.
4. After sending the order form to the Seller, the Customer has no possibility of changing the order.
5. The placing of the order by the Customer constitutes making an offer to enter a Sale Agreement with the Seller in regards to the Goods specified in the order.
6. Within 72 hours of placing the order by the Customer, the Seller shall send to the e-mail address provided by the Customer a confirmation of the order acceptance i.e. in particular the quantity of the product and its final price, and the information about the expected date of its fulfilment. The order acceptance constitutes the Sellers statement in regards to the acceptance of the offer mentioned in §5(5) above.
7. On the basis of the order placed, the Seller verifies the availability and the price of the Goods ordered by the Customer. If the price on the B2B Platform Website is different from the final price confirmed by the Seller at the time of the order acceptance, the Seller may, at the Customer’s request, cancel the order in that part (the choice of this option on the part of the Customer renders the Seller no longer responsible for this part of the order).
8. In the event of the unavailability of the ordered Goods in the Seller’s Warehouse, or the impossibility to fulfil the order for some other reasons, including the circumstances, when the purchase of the Goods by the Seller from the Seller’s suppliers is not possible in the time required to fulfil the order, the Seller shall contact the Customer, by e-mail or by phone, in regards to these circumstances.
9. If the fulfilment of the order is not possible, the Seller may offer the Customer:
a) the cancellation of the part of the order that is not possible to fulfil in reasonable time (the choice of this option on the part of the Customer renders the Seller no longer responsible for the part of the order that turned out impossible to fulfil);
b) a splitting of the order into separate parts, and separately determining the fulfilment date for the part that was initially impossible to fulfil (the choice of this option on the Customer’s part will result in the Delivery being performed in separate packages; the Customer will not be charged with the additional Delivery costs resulting from the splitting of the order into separate parts).
10. In the event of unavailability of the ordered Goods in the Seller’s Warehouse, or the impossibility to fulfil the Customer’s order due to some other reasons, in particular, if the ordered Goods cannot be acquired by the Seller from third parties in reasonable time, the Sale Agreement can be withdrawn from within 30 (thirty) days of the date of entering into the agreement.
11. The Seller reserves the right to withdraw from the Sale Agreement within 14 (fourteen) days of entering into the agreement, if it has been entered into during a malfunction of the B2B Platform software or hardware, including the B2B Platform Website, especially if the web pages were showing incorrect prices, product descriptions, etc.
12. If the availability of the Goods can be affirmed, the Customer shall receive from the Seller, at its e-mail address, a notification about the acceptance of the order for processing by the Seller.
13. Prices on the B2B Platform Website shown next to the given Goods:
a) are net prices (excluding VAT) and are denominated in Polish zlotys, Euro (EUR) and British pound (GBP), US Dollar (USD) and Canadian Dollar (CAD);
b) do not contain information on the costs of Delivery, about which the Customer will be informed after placing the order;
c) do not contain information about possible customs duties, if the delivery address is outside Poland. The prices in EUR, GBP, USD and CAD are converted at the average exchange rate announced by the National Bank of Poland on the previous day.
14. The final price binding the parties to the sale agreement is the price of the Goods indicated in the confirmation of the order by the Seller, referred to in par. 6. In the case of prices in EUR, GBP, USD and CAD, the final price binding the parties to the sale agreement is converted at the average exchange rate announced by the National Bank of Poland on the day preceding the day of loading the goods.
15. The Customer shall pay for the Goods, in accordance with the conditions agreed upon, after receiving the VAT invoice. The VAT invoice will be available in electronic form on the Customer’s Account, on the B2B Platform. The Seller shall also provide the VAT invoice with the Goods upon their Delivery.
16. The Seller shall inform the Customer about the Delivery date by e-mail or by phone.
17. It is the Customer’s responsibility to inspect the delivered package, in the presence of the Carrier’s driver, using the method and amount of time generally accepted for packages of the this type.
18. If the package shows damage, the Customer has the right to fill a damage report, in the presence of the Carrier’s driver, and to make an appropriate note regarding the damage on the CMR document.
19. If the Customer’s insurance limits are lacking, or are insufficient, the Seller reserves the right for the sale to be conducted, in full or in part, through an entity indicated by the Seller (an affiliated company).
§ 6 Complaints
1.If any inconsistencies in the quantities of bulk packages or any visible faults of the Goods are discovered upon the receipt of the Goods, an appropriate report shall be filled and signed by the Carrier’s driver and the person accepting the Goods on the behalf of the Customer.
2. If any quantitative or qualitative deficiencies are discovered after receiving the Goods, that were impossible to know about without opening bulk packages, the Customer shall immediately, and no later than within 7 (seven) days of the Delivery, notify the Seller about the problem, by the complaint form located on the B2B Platform.
3. The Seller shall address the complaint within 21 (twenty-one) days of receiving it, and shall inform the Customer about the further course of action.
4. Refusal of the complaint by the Seller will be followed by a statement of reasons to the e-mail address provided in the contract or complaint form.
5. If the Customer’s claim is accepted, the Seller can, at its discretion:
a) exchange the faulty Goods for Goods without defects, in the total number stated in the complaint;
b) offer a price discount in the amount agreed upon by both Parties;
6. The Seller shall be held responsible only for the quantity inconsistencies or damage to the Goods resulting from causes being under the Seller’s control.
§ 7 Liability
1. The Seller reserves the right to the presence of breaks or interruptions in the services provided by electronic means, and in the availability of the B2B Platform Website, if their reasons are:
a) modifications, updating, expansion, or maintenance of the Seller’s computer/IT hardware or software,
b) interruptions caused by third parties, especially by telecom operators, internet service providers and electricity suppliers,
c) acts of God, or negligence of third parties (actions beyond the Seller’s control).
2. The Seller shall be held liable only for deliberately caused damages, and only up to the amount equal to the actual losses incurred by the Customer being an Undertaking.
3. The Seller shall not be held liable for not rendering, or rendering unsatisfactorily, services provided by electronic means, if this has been caused by third parties (especially telecom operators, internet service providers, electricity suppliers). The Seller shall be deemed liable, however, as if for its own actions or omissions, for the actions or omissions of the persons through whom the Seller provides electronically supplied services, as well as the persons to whom the Seller entrusts the rendering of those services.
4. The Seller shall not be held liable for the impossibility of, or difficulties in, the use of the B2B Platform, if they result from causes lying on the part of the Customer, in particular, from the Customer’s Password becoming lost or stolen (independent of the way this has happened).
5. The Seller shall not be liable for the losses caused by actions or omissions on the Customer’s part, in particular, incurred from using the B2B Platform in a way being in violation with the applicable laws or these Terms and Conditions.
6. The sole source of the Seller’s obligations are these terms and Conditions and the provisions of the law.
§ 8 Personal data and ”Cookies”
1. The controller of the personal data voluntarily provided by the Customers to the Seller as part of the Registration process and as a result of providing electronically supplied services by the Seller, or in other circumstances determined by the Terms and Conditions, is the Seller.
2. The personal data shall be processed by the Seller only if the Seller is authorized to do so, and only to complete orders and to provide electronically supplied services, or for other purposes stated in the Terms and Conditions.
3. Any personal data is provided to the Seller voluntarily, with the reservation that the refusal to provide the specified in the Terms and Conditions data during Registration makes Registration and creation of the Customer’s Account impossible, thus making it impossible to place and complete Customer’s orders.
4. Any person who has provided his/her personal data to the Seller has the right to access it, to correct it, and to remove it.
5. The Seller shall provide the possibility to remove personal data from its records, especially in the case of a closure of a Customer’s Account. However, the Seller may refuse to remove personal data if the Customer has not settled all its dues toward the Seller, or has broken the law, and preserving the Customer’s data is necessary to properly investigate the circumstances and to establish the extent of the Customer’s liability.
6. The Seller shall protect the provided personal data and shall make its best efforts to prevent their unauthorized access or use. The personal data collected from the Customers is handled as a separate database and stored on a Seller’s server in a special secure area, thereby providing appropriate protection.
7. The Seller does not pass on, sell or lend the collected Customers’ personal data to other persons or institutions, unless this happens with express consent of the Customer or at his/her request, and in accordance with the provisions of the law, or at the request of a court, prosecutor’s office, police, or some other authorized body, if the Client has broken the law.
8. The Seller uses “cookie” files, which are uploaded by the Seller’s server to the hard disk of the Customer’s computer, whenever the Customer accesses the B2B Platform Website.
9. The purpose of the “cookies” is to ensure proper functioning of the B2B Platform on the Customer’s computer. This technology will not cause any damage to the Customer’s computer, and will not change its configuration, or that of the software installed on it. ”Cookies” are not meant to identify the Customers.
10. The Seller uses the “cookies” technology for:
a) remembering information about Customers’ computers;
b) verification and development its offer;
c) statistical purposes.
11. Every Customer can disable ”cookies” in the Internet browser. The Seller points out, however, that disabling ”cookies” may result in the B2B Platform Website becoming difficult or impossible to use.
§ 9 Cancellation of agreement (does not concern orders/sale agreements)
1. Each of the Parties may withdraw from the agreement on providing services by electronic means at any time, and without providing any reasons, with the reservation for the rights acquired by the other Party before the dissolution of the agreement mentioned above, and the provisions below.
2. The Customer who has activated a Customer’s Account may withdraw from the agreement on providing services by electronic means by sending an e-mail to the Seller, containing a request for the removal of the Customer’s Account; the dissolution of the agreement takes place after a 7 (seven) day notice period.
3. The dissolution of the agreement does not release the Customer from obligations toward the Seller, if such exist on the date of the dissolution of the agreement.
4. The Seller may withdraw from the agreement on providing services by electronic means by sending to the Customer, to the e-mail address provided by the Customer upon Registration, an appropriate written declaration of will.
§ 10 Final provisions and changes of Terms and Conditions
1. These Terms and Conditions become effective on the date of publication on the B2B Platform Website.
2. The content of these Terms and Conditions may be preserved by printing, writing to a storage media, or by downloading at any time from the B2B Platform Website.
3. These Terms and Conditions may change. The Seller shall notify the Customers about the changes by sending to each Customer, to the e-mail address indicated in the Registration form, a listing of the changes introduced.
4. The notification about changes of the Terms and Conditions, in the form described above, shall take place no later than 7 (seven) Business Days before the change of the Terms and Conditions becomes effective. Should a Customer having a Customer’s Account not accept the new content of the Terms and Conditions, it is the Customer’s responsibility to notify the Seller about this fact within 7 (seven) days of the date of the information about the changes of the Terms and Conditions becoming available. The lack of acceptation shall result in the cancellation of the agreement, in accordance with § 9.
5. All orders accepted for fulfilment before the date of the changes to the Terms and Conditions shall be fulfiled according to the Terms and Conditions being in force on the date of the placement of the order.
6. If any of these Terms and Conditions are found to be invalid or unenforceable in the light of the applicable law, such provisions shall be interpreted in such a way, as to become compatible with the law, while still representing as closely as possible the intention behind the given provision. The reminder of the Terms and Conditions shall continue in full force and effect.
7. If a dispute arises on the grounds of a concluded Sales Agreement, the parties involved shall seek an amicable resolution. The proper law for resolving any disputes that may arise on the grounds of these Terms and Conditions is the law of the Republic of Poland, and the court of competence is the common court competent for the registered office of the Seller.