General Terms and Conditions of Sale

1. GENERAL PROVISIONS

1.1. These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") shall specify the rules for the conclusion and performance of sales agreements concluded by Parfum Company Spółka z ograniczoną odpowiedzialnością Spółka komandytowo-akcyjna with its registered office in Zakręt, Lubelska St. 42, 05-077 Zakręt, entered in the Register of Business Entities kept by the District Court in Warsaw, XIV Commercial Department, of the National Court Register under KRS number: 0000447215, tax identification number (NIP): 1132861515, REGON: 146484714 as the Seller and constitute an integral part of the offers and sales agreements concluded by Parfum Company Spółka z ograniczoną odpowiedzialnością Spółka komandytowo-akcyjna (hereinafter referred to as the "Seller") with customers (hereinafter referred to as the "Buyer") that are entrepreneurs, that is in bilateral professional trade (B2B).

1.2. These GTCS do not apply to relations with consumers. By accepting the provisions of these GTCS, especially by placing the Order, the Buyer, who is a natural person, declares that the placed Order is directly related to his business activity and has a professional character for him, resulting, in particular, from the subject of his business activity, made available on the basis of the provisions on the Central Register and Information on Economic Activity (CEIDG).

1.3. Any exclusion of the application of this GTCS and any arrangements of the parties differing from GTCS require a written form for their effectiveness. The provisions of the general terms and conditions of contracts and other contract templates of the Buyers concluding a contract with the Seller, which differ from the provisions of the GTCS, shall not be binding unless expressly accepted by the Seller in writing. The Parties may conclude an Agreement, which will regulate in a different manner the issues covered by this GTCS. In such a case, the provisions of the Agreement shall prevail.

1.4. The GTCS refers to all products offered by the Seller (hereinafter referred to as the "Product" or "Products").

1.5. The Buyer accepts the provisions of GTCS no later than at the moment of:

a) placing an Order through the online platform run by the Seller under the address http://parfumcompany.pl/ or

b) concluding a sales agreement with the Seller (placing the Order) outside the online platform run by the Seller, in particular via e-mail or by telephone or

c) the receipt of the Products from the Seller by the Buyer at the Seller's warehouse by his own means of transport or using the services of a shipping company, or collection of Products by the Buyer at his location, depending on which of these events occurs first.

2. INFORMATION ABOUT THE PRODUCTS

2.1. Products offered by the Seller are presented as a list of Products containing information about the products, including their price, photos, parameters and descriptions, as well as the stock status of a given product (hereinafter the "Product Base").

2.2. The Seller shall make the Product Base available to the Buyer via the online platform http://parfumcompany.pl/ or via XML file (optionally CSV file) or directly via integration with the Baselinker system (depending on the agreement between the Parties) under the terms set forth in pt. 3.4. below.

2.3. The Seller shall not be liable for damages associated with the malfunction of the integration with the Baselinker system, including in particular any failures, errors, lack of access to the system or incomplete integration.

2.4. The Seller shall update the Product Base on an ongoing basis. It is the responsibility of the Buyer to keep track of changes in the Product Base, including in particular changes in the prices of the Products.

2.5. The Seller may grant to the Buyer, at the Buyer's request, free, non-exclusive and non-transferable permission to use materials and information about the Products contained in the Product Base in relations with third parties. The Buyer acknowledges that it uses the materials and information about the Products contained in the Product Base against third parties at its own risk and responsibility, and in such a situation, the content of the materials and information about the Products contained in the Product Base cannot be the basis of the Buyer's claims against the Seller. Moreover, the Seller shall not be liable for the manner and scope of the Buyer's use of materials and information about the Products contained in the Product Base.

3. RULES OF ORDER PROCESSING

3.1. The minimum value of the Order processed by the Seller, with shipping at the Seller's expense, is PLN 1,000.00 net. Orders of lower value and foreign deliveries are processed with the addition of transport costs (excl. the receipt of Products by the Buyer from the Seller at the Seller's warehouse).

3.2. Before placing the first Order via the online platform operated by the Seller at http://parfumcompany.pl/, the Buyer is obliged to create a User Account on the online platform and express the relevant consents and accept the regulations.

3.3. Before placing the first Order via e-mail of a dedicated account manager designated by the Seller, via integration with the Baselinker system or by phone at +48 503 118 100, the Buyer is required to set up a User Account on the Internet platform and express the relevant consents and accept the regulations

3.4. The Seller will verify the Buyer's application referred to in pt. 3.2.-3.3. above within 3 working days from the date of sending a complete application. Upon positive verification of the application, the Seller will make the Product Base available to the Buyer under the terms of pt. 2. above.

3.5. The Seller reserves the right to revoke the Buyer's access to the Product Base, including by deleting the User Account, deactivating the connection to Baselinker or the relevant file, as well as to revoke the Seller's consent to use the materials and information about the Products contained in the Product Base, at any time, in particular if the Buyer does not send any Order to the Seller for a period of 90 consecutive days.

3.6. The Buyer orders the Products by placing an order through the online platform run by the Seller at the address http://parfumcompany.pl/, via integration with the Baselinker system or via e-mail or by telephone (only if the Seller agrees to such method of ordering) - hereinafter referred to as "Order" or "Orders".

3.7. The Order constitutes a purchase offer addressed to the Seller and must unequivocally specify:

a) Buyer details: invoice details - name, address and VAT number of the Buyer's company and contact details - name, email address and telephone number of the Buyer;

b) Product: in quantity, indicating the names of the ordered Products;

c) Place of shipment of a given Order or an indication that the Order will be collected by the Buyer in person at the Seller's warehouse at the following address: Panattoni Park Warehouse (hall no. 2), Kresowa St. 14, 05-462 Duchnów;

d) Data of a person authorised to collect the Products, if the Buyer indicates such a person.

3.8. The Seller shall only accept Orders placed by persons authorised to represent the Buyer in accordance with applicable laws or authorised to contact the Seller on the basis of a power of attorney or authorisation granted to them by the Buyer.

3.9. Unless otherwise agreed, the Seller shall confirm acceptance of the Order for processing within 2 working days (Monday to Friday, excluding public holidays) from placing the Order through the online platform http://parfumcompany.pl/, via integration with the Baselinker system or by e-mail or by telephone (hereinafter referred to as "Order Confirmation").

3.10. In the case of each Order, the shipment date shall be determined individually by the Seller. The Seller makes every effort to send all Orders as soon as possible - no later than within 5 working days from the date of their acceptance for processing.

3.11. If the Seller considers it justified, he reserves the right to verify the Buyer's financial documents (including in particular the Buyer's financial statements for the last financial years) prior to Order Confirmation and to refuse to accept the Order in the event when the submitted financial documents indicate that there is a probability that the Buyer will not be able to timely fulfil its obligations towards the Seller.

3.12. The Seller reserves the right to withhold Order Confirmation and processing of a given Order if the Buyer, until the date of placing the Order, has outstanding obligations towards the Seller, even if they were not yet due at the time of placing the Order, but not longer than until all obligations have been settled.

3.13. The sales agreement covering the Products shall be concluded upon Order Confirmation by the Seller, regardless of the Seller's compliance with the term specified in the preceding sentence.

3.14. Shipping of Orders is executed by the Seller through a courier companies.

4. PRODUCTS RELEASE CONDITIONS

4.1. The Products are released only to a person (persons) authorized to receive them. In the absence of any other objection from the Buyer (made in an e-mail together with the placed Order), it is assumed that persons in the registered office of the Buyer (or in any other place of receipt of the Products indicated by the Buyer) are authorized to receive the Products.

4.2. All benefits and burdens related to the Products, as well as a risk resulting from possession of the Products, including the risk of its accidental loss or damage, pass onto the Buyer at the moment of release it to the Buyer. Handing over the Products by the Seller to a courier or other carrier shall also be considered as releasing them to the Buyer.

4.3. In the case of receipt of the Products by the Buyer in person in the Seller's warehouse, the Products shall be released at the moment when the Products are made available to the Buyer for loading into the Buyer's means of transport. Obligations of loading and proper protection of the Products during transport shall be imposed on the Buyer

4.4. If the Goods are delivered through third parties - shipping companies or courier companies - the consignment note, international consignment note (CMR) or other proof of delivery of the Goods, as well as a VAT invoice, will be delivered to the Buyer in electronic form, unless otherwise agreed by the parties. If the parties have not agreed otherwise, the costs of engaging third parties to deliver the Goods to the Buyer (in particular, transport costs) shall be borne by the Buyer.

4.5. The Seller shall not be liable for delay in delivery of the Products related to lack of Products in the Seller's warehouse or resulting from the fault of third parties, in particular: courier companies and shipping companies, unless the delay has occurred due to willful misconduct of the Seller, in particular, when he failed to inform the Buyer about lack of Products in a warehouse before the date of realization of the Order. The Seller shall immediately notify the Buyer about possible delay in delivery of the Products.

4.6. If the Products are delivered by third parties - shipping companies or courier companies - the Buyer is obliged to make photographic or audiovisual documentation of receipt of Products in order to confirm the condition in which the Products have been delivered and present this documentation to the Seller upon its request, under pain of losing rights under warranty. The photographic or audiovisual documentation provided by the Buyer should make visible at least the following elements of the consignment:

- external packaging of the Products (parcel, cartons or other bulk or individual packaging),

- internal protection of the Products,

- damage to the Products/packaging/security.

4.7. If the Buyer fails or refuses to take delivery of the Products at the correct, agreed date, he will be obliged to pay to the Seller the costs of sending the Products to the Buyer and returning the Products to the Seller, as well as a contractual penalty of 10% of the net value of the Products sent - at the first request of the Seller.

5. TERMS OF PAYMENT

5.1. The basis for the settlement of sales receivables are VAT invoices, issued by the Seller within the time periods consistent with applicable law. The Buyer agrees that VAT invoices may be issued without signature and may be sent to the Buyer electronically.

5.2. Payments shall be made in the currency and on the date specified in the VAT invoice, by transfer to the bank account indicated on the invoice or in cash at the Seller’s cash desk to the amount permitted by applicable law.

5.3. The day of payment shall be deemed the day on which the due amount is credited to the Seller's bank account or on which the due amount is paid to the Seller's cash desk.

5.4. In the event of exceeding the payment due date, the Buyer undertakes to pay interest for delay in the amount specified in the Act of 8 March 2013 on preventing excessive delay in commercial transactions, calculated from the day following the day of payment indicated in the invoice to the day of actual payment. In such case the Seller shall credit the nearest amount paid by the Buyer first on account of the interest due, and then on account of the oldest due amount. Regardless of the preceding sentence, the Seller may, at his own choice, follow the instructions of the Buyer with regard to the allocation of the amount paid. In the event when the payment has been made in part, further interest shall be calculated on the amount remaining to be paid.

5.5. The Seller reserves the right to withhold execution of uncompleted Orders and confirmation of new Orders In the event of Buyer's delay in payment to the Seller.

6. RETENTION OF TITLE TO THE PRODUCTS

6.1. The Seller retains title to the Products until the payment of the sales price and delay interest are paid in full for all Products covered by a given Order.

6.2. In the event of failure to pay the price of the Products within the agreed term, the Seller has the right to demand return of the Products and to pay appropriate compensation for wear or damage to the Products.

6.3. In the event when the Buyer places the Order for illusory purposes, including in particular:

a) solely in order to make an offer for the Products ordered to another entity or

b) in order to speculate on the Products or

c) in order to block the Seller's ability to sell the Products for the period from the date of placing the Order until the Products are returned or the Order is cancelled,

d) in order to perform any other action constituting an act of unfair competition within the meaning of Act of 16 April 1993 on Fair Trading (Dz.U. No. 47, item 211 as amended).

6.4. The Buyer shall pay to the Seller a contractual penalty in the amount of 20% of the Order value within 7 days from the date of being summoned by the Seller to pay the contractual penalty. The Seller may demand from the Buyer compensation exceeding the amount of reserved contractual penalty.

7. SELLER'S LIABILITY FOR DEFECTS IN THE PRODUCTS

7.1. The Seller shall be liable for physical or legal defects of the Products (warranty) only on the terms specified below (other statutory regulations to the extent permitted by law are excluded). The Seller does not give his own warranty for the Product.

7.2. The Buyer is obliged to check the delivered Product and its packaging in terms of quantity and quality at the time of its release.

7.3. Any apparent irregularities, including the delivery of Product other than specified by the Buyer in the Order, as well as damage to the external packaging of the Products (parcel), resulting in damage to the Products, should be notified upon receipt of the Products in the presence of the courier and noted in the consignment note or protocol of damage and notified to the Seller, together with the documentation referred to in pt. 7.7. below, on the date of delivery. If the aforementioned time limit is not observed, the Buyer shall lose his right under the warranty.

7.4. Any damage to the inner packaging of the Products (discovered in a consignment whose outer packaging bears no signs of damage) should be reported to the Seller, together with the documentation referred to in pt. 7.7. below, on the day of delivery. If the aforementioned time limit is not observed, the Buyer shall lose his right under the warranty.

7.5. With regard to defects and irregularities other than those specified in pt. 7.3. and 7.4. above (not applicable to external and internal packaging of the Products), the Buyer is obliged to notify the Seller of the detected defects or irregularities within 3 days from the date of delivery of the Products. If the aforementioned time limit is not observed, the Buyer shall lose his right under the warranty.

7.6. If the Products are damaged during transport, the Buyer may pursue his rights directly with the shipping or courier company. The Buyer acknowledges that in such a case he loses the right to make any claims on any account against the Seller

7.7. A necessary condition for the application of rights under the warranty is to notify the Seller using the complaint form in writing or by e-mail to complaints@parfumcompany.pl of the types of detected defects, the exact quantity, and numbers of documents related to a particular delivery (invoice number, WZ document, order confirmation) and to attach photographic or audiovisual documentation to the notification. The photographic or audiovisual documentation provided by the Buyer should make visible at least the following elements of the consignment:

- the external packaging of the Goods (parcel, cartons or other bulk or individual packaging),

- internal protection of the Products,

- damage to the Products/packaging/security.

7.8. Notifications concerning defects shall be processed by the Seller no later than within 30 (thirty) working days from the date of receipt of the Notification. In the event that the processing of the Notification depends on factors beyond the Seller's control, in particular on assessment of notified defects by the producer of the Product, the response given to the Buyer within the time limit specified in the preceding sentence shall specify the date for processing of the Notification.

7.9. Submitting a Notification concerning defects in the Product shall not release the Buyer from the obligation to pay the price for the Product which is the subject of the Notification.

7.10. In the event that the Buyer has marked the Products in a manner adopted by it, in particular by attaching to the Products markings used by the Buyer - the Buyer shall be obliged to remove such markings at their own expense before sending the Product back to the Seller. In the event of failure to remove the markings made by the Buyer, the complaint will not be considered by the Seller.

7.11. The rights under the warranty may be performed by the Buyer only with regard to the defective part of the Products. A defect in individual elements of the Order shall not be the basis for return or exchange with regard to the entire Order or its part not affected by defects.

7.12. If the Notification is considered justified, the Seller will replace the Product which is the subject of the Notification. In the event that the Seller acknowledges that replacement will not be possible, the Seller will refund the price paid by the Buyer for the Product complained of within 7 days of acknowledging the Notification. Refund of the price shall be made by transfer to the Buyer's account, unless the Parties have agreed a different method of settlement.

7.13. The Seller shall designate the time and place of handover of the Product being the subject of the Notification to the Seller. The costs related to the handing over of the Product to the Seller shall be borne by the Buyer.

7.14. Product delivered to the Seller should be complete, originally packed (does not apply to complaints of defects referred to in pt. 7.5. above) as well as be properly protected for transport, and shall be accompanied by the completed complaint form referred to in pt. 7.6. above,

7.15. The Seller's liability is excluded in the following cases:

a) mechanical damages to the delivered Products occurred during transport,

b) incorrect selection of the Product for the Buyer's intended use, including in particular:

- other graphic layout of the Product, including packaging of the Product, than displayed on the Seller's website if the graphic layout of the Product is consistent with the one applied by the producer of the Product,

- the colour or transparency of the Product not conforming to the Buyer's expectations,

- the scent of the Product not conforming to the Buyer's expectations,

- the length of the expiry date of Product not complying with the Buyer's expectations (excluding out-of-date Product),

c) if the Buyer was aware of the defect at the time the Product was handed over, in particular when he was informed of the defect by the Seller.

7.16. In each case, the Seller's liability for defects of the Products shall be limited to the value of the defective Product.

7.17. The Seller's liability for non-performance or improper performance of the sales or delivery contract shall be limited to the damage caused by willful misconduct, whereby the amount of compensation shall be limited to the value of the Product sold, and the Seller shall be liable for losses actually incurred by the Buyer, excluding lost profit.

8. FOREIGN COUNTERPARTIES

8.1. In the event that the Buyer has its registered office in the European Union, but outside the territory of the Republic of Poland, the following provisions shall also apply to him:

a) By placing the Order, the Buyer declares that he is an active VAT EU taxpayer and that he possesses a correct and valid identification number for intra-Community transactions, issued by the Member State relevant for the Buyer, containing a two-letter code applicable to value added tax, which the Buyer provided to the Seller and undertakes to maintain the validity of the EU VAT number during the entire period of the Order execution;

b) The Buyer undertakes, within 7 days of receipt of the Products, as well as at each demand of the Seller, within 7 days of such demand, to submit all documents confirming delivery of the Products being the subject of intra-Community supply of goods (WDT), including in particular the documents specified in Article 42 of the Act of 11 March 2004 on Goods and Services Tax (hereinafter referred to as the "VAT Act");

c) The Buyer undertakes to make payment for the Order from the bank account belonging to the entity whose details have been indicated on the VAT invoice concerning the Order;

d) The Buyer undertakes to fully cooperate with the Seller, at its own expense, during any potential proceedings pending before tax authorities or other entities if such proceedings involve issues related to the Order.

8.2. In the event of the Buyer's failure to comply with the obligations specified in pt. 8.1. letters a)-d) above, which could raise justified doubts that the delivery of the Products made under the Order was not an intra-Community supply of goods - the Buyer shall pay to the Seller a contractual penalty constituting an equivalent of the amount of VAT in the 23% rate that would have been added to the net price in the case of considering the transaction not to be an intra-Community supply of goods.

8.3. If the Buyer has its registered office outside the territory of the European Union, the provisions of pt. 8.1. and 8.2. above, including in particular the provisions on the contractual penalty, shall apply accordingly, including modifications arising from the provisions applicable to exports resulting from the VAT Act and the relevant customs regulations.

9. FINAL PROVISIONS

9.1. Any disputes that may arise between the Seller and the Buyer shall be settled by the courts with jurisdiction over the Seller's registered office.

9.2. Any modifications to the relations between the Buyer and the Seller in relation to GTCS require a written form for its effectiveness.

9.3. In matters not regulated in GTCS, the provisions of Polish law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods drawn up in Vienna on 11 April 1980 shall be excluded.

9.4. The Seller shall not be liable for actions performed by the Buyer in relation to the Products after their release to the Buyer, including in particular no Seller’s liability for actions performed by the Buyer in relation to resale of the Products.

9.5. The Buyer acknowledges that the Products being testers are not subject to resale. The Seller is not liable in the event of the Buyer's attempt to sell the testers.

9.6. The above terms and conditions were communicated to the Buyer before the conclusion of the contract. The parties agree to incorporate the conditions into the content of the concluded contract and the Order.

9.7. This document has been prepared in Polish and English. In case of discrepancies, the Polish version shall prevail.

9.8. The Seller shall notify the Buyer each time of a change to the GTCS, in the form of a message sent to the e-mail address. New provisions of GTCS will come into force within 7 days from the date of sending the notification by the Seller. The change in GTCS does not affect legal actions performed by the Seller with the Buyer until the date the new provisions of GTCS come into force.