Terms and conditions

Regulations of the MODONE online wholesale

 §1

The MODONE online wholesale store operating in the Internet at www.modone.com, hereinafter referred to as "E-wholesale", is a platform designed for enabling and efficient functioning of business contacts between the Partner and the Seller, that is ESPIR S.C., where it is an economic activity carried out in the form of civil law partnership whose shareholders are Michał Gromotowicz (TIN 9661877756, Białystok, Szosa Ełcka 13) and Łukasz Gromotowicz (TIN 9661737216, Białystok, Szosa Ełcka 13), TIN 5751836440, National Business Registry Number 240826493.

 §2

  1. Definitions:
  • "Regulations" - this document, including any attachments and additions, specifying the terms and conditions of using the B2B Platform,
  • E-wholesale - B2B platform (modone.com) aimed at enabling and efficient functioning of business contacts between the Partner and the Seller, managed by the Seller,
  • Seller - ESPIR S.C., where it is an economic activity carried out in the form of a civil law partnership, whose shareholders are Michał Gromotowicz (TIN 9661877756, Białystok, Szosa Ełcka 13) and Łukasz Gromotowicz (TIN 9661737216, Białystok, Szosa Ełcka 13) , TIN 5751836440, National Business Registry Number 240826493,
  • Entrepreneur - a natural person, a legal person and an organizational unit without legal personality, which the law grants legal capacity, conducting on its own behalf, an economic or professional activity, and not being a consumer within the meaning of art. 22 (1) of the Civil Code. The Entrepreneur is also considered to be an entity without a registered office in Poland who meets the abovementioned conditions.
  • Partner - an entrepreneur who registered in the E-wholesale and obtained from the Seller an individual login and password to the Account,
  • Account - a set of data about the Partner and information about its activities within the E-wholesale, run under a unique name (login) and password protected.
  • Goods - goods presented by the Seller within the E-wholesale,
  • Working days - days from Monday to Friday, excluding public holidays in Poland.
  1. All photos, texts, graphic elements and files in the E-wholesale are protected by copyright and may not be used without the consent of the Seller.
  2. Photographs of the Goods placed in the E-wholesale are for reference purposes. The Seller reserves that the Goods may differ in reality (e.g. in a shade) from their appearance in the pictures posted in the E-wholesale.

 §3

  1. The Seller takes necessary steps to make the use of the E-wholesale possible for the Partners in the framework of popular Internet browsers, operating systems, types of computers and types of internet connections. However, the Seller does not guarantee and is not responsible for the fact that each configuration of electronic equipment owned by the Partner will allow the use of E-wholesalers.
  2. In order to use the E-wholesale, it is necessary for the Partner to have a working e-mail account.
  3. The entrepreneur may use the E-wholesale after a prior voluntary registration made by completing the online registration form, which is available at modone.com. The entrepreneur undertakes to read and accept the terms of the Regulations.
  4. The entrepreneur wishing to register is obliged to send by e-mail to the following address: sales@modone.com the following documents:
  • information (copy) from the relevant register or other records to which it is legally entered,
  • Tax Identification Number certificate, National Business Registry Number certificate, unless the information (copy) referred to in the previous paragraph contains this information,
  • a statement on being an active payer of tax on goods and services or other value added tax (if it concerns an Entrepreneur).
  1. The above-mentioned documents should be signed by a person authorized to represent the Entrepreneur and be stamped with a company seal.
  2. In the absence of the necessary data referred to above, the Entrepreneur will be asked to supplement them.
  3. After successful registration in theE-wholesale and activating the Account, the Partner receives on its registered email address a message from the Seller, which contains the login and password for the Partner Account in the E-wholesale.
  4. The Seller reserves the right to refuse the Entrepreneur to activate the Account without giving a reason.
  5. Each Partner is entitled to make orders only for the needs of business activity and undertakes not to share the login and password with other unauthorized entities. In the event that the login and password are made available to unauthorized entities and the damage arises on the part of the Seller, the Partner will be obliged to cover losses in full.
  6. The Partner bears full responsibility for the activities of his employees and other people to whom he will provide the password and login. The partner is responsible for keeping confidential the assigned login and password by himself and by persons who use them as part of his activity.
  7. The Partner is not authorized to transfer the assigned login and password to third parties.

 §4

  1. The Goods presented as part of the E-wholesale by the Seller and their prices do not constitute an offer within the meaning of the regulations of the Civil Code. Placing an order by the Partner is equivalent to his offer to purchase Goods from the Seller, which each time requires acceptance by the Seller.
  2. The Seller reserves that the conditions of sale of Goods in the E-wholesale can be different for individual Partners.
  3. The Partner may place orders within the E-wholesale for 7 days a week and 24 hours a day, however their verification, acceptance and implementation takes place only on Business Days.
  4. Partners logging in to the E-wholesale system is always equivalent to acceptance of the Regulations. The manner of using E-wholesales in the scope of technical activities undertaken in order to place an order has been specified in the "help" panel of the E-wholesale. The partner is obliged to get acquainted with these rules and bears sole responsibility for complying with them. The partner is obliged to log out before leaving the E-wholesale.
  5. The Partner places an order in the E-wholesale in the modone.com panel, unless the parties agree otherwise.
  6. The Partner indicates in the order place of delivery of the Goods. The Seller won't be responsible for providing by the Partner an incorrect address, costs associated with it, or failure to collect the Goods at the indicated address.
  7. After receiving the order, the Seller verifies it in terms of the availability of the ordered Goods.Przedstawiane w ramach E-hurtowni przez Sprzedawcę Towary oraz ich ceny nie stanowią oferty w rozumieniu przepisów Kodeksu cywilnego. Złożenie zamówienia przez Partnera jest równoznaczne z jego ofertą zakupu Towarów od Sprzedawcy, która każdorazowo wymaga akceptacji przez Sprzedawcę. 
  8. The Seller immediately confirms the order placed by the Partner after receiving it, specifying which Goods indicated in the order are available in stock.
  9. The Seller has the right to refuse to confirm and execute the order in part or in full, to the extent that the ordered goods are not available in stock.
  10. The sales contract between the Seller and the Partner is concluded when the Partner receives an e-mail message confirming that the order has been placed, indicating the Goods available in stock. The place of conclusion of the contract is Białystok.
  11. In the absence of the ordered Goods or the inability to fulfill the confirmed order for reasons other than those indicated in paragraph 9, in particular if the Seller can not obtain the ordered Goods in a reasonable time, he may withdraw from the sales agreement within 10 days from the date of its conclusion.

 §5

  1. The prices of Goods in the E-wholesale are given in Polish zloty (PLN) as well as in euro (EUR).
  2. The prices of Goods given in the E-wholesale are net prices and do not include VAT. Prices do not include transport costs and other possible charges (e.g. Customs in the case of delivery outside the Polish border).
  3. A binding price for the Partner is the price indicated on the form at the time of placing the order.
  4. The price of the Good, which is in the promotion or sale is not subject to the general discount granted to the Partner from the amount of submitted orders.
  5. The Seller issues a VAT invoice which he sends to the Partner electronically, to which the Partner agrees. With the acceptance of the terms of the Regulations, the Partner authorizes the Seller to issue invoices without the Partner's signature. The Partner undertakes to pay the amount indicated on the invoice, which includes the price of the Good and other components (in particular the tax on goods and services, transport costs and other resulting from the nature of the order and delivery).
  6. Subject to a situation in which a prepayment has been established on the basis of a proforma invoice, the Partner makes the payment after receiving the VAT invoice by the date specified on the invoice by bank transfer to the Seller's bank account. The date of crediting the Seller's bank account is considered as the date of payment.
  7. The Partner is not entitled to deduct any claims against the Seller's claim against the Partner.
  8. The Seller reserves the right to change at any time the price of the Goods from the E-wholesale, the introduction and withdrawal of goods, conducting and canceling promotional campaigns. This reservation does not apply to confirmed orders.
  9. In the case of Goods, the quantity of which is limited, the fulfillment of orders depends on the order of placing orders.
  10. If the Partner fails to make payments, the Seller reserves the right to claim payment and charge the Partner with the amount corresponding to the documented costs incurred by the Seller, regardless of the Seller's right to claim statutory interest for delay in payment of the amount due.

 §6

  1. The Seller reserves the right to block Partners possibility to use the E-wholesale or to withdraw from the contract by informing the Partner in particular, when the order has been placed:
  • with the suspiction of using Partner's login and password by unauthorized persons,
  • with the intention of not paying for the ordered Goods,
  • by a Partner suspected of insolvency,
  • by the Partner who does not pay the due amount for the purchased Goods on time, in violation of the Regulations,
  • by a Partner against which an application for bankruptcy was filed, the institution of a resolution procedure was opened, liquidation was started, the Partner suspended or ceased to run a business, a probation officer was appointed for the Partner, the Partner was removed from the relevant register.
  1. The Partner is obliged to immediately update the information contained in the documents submitted in accordance with art.. 3 par. 4.
  2. Contracts connecting the Seller with the Partner while using the E-wholesale shall be explained in the way that it is possible to apply the provisions of the Regulations and the contract jointly. In the event of an overwhelming contradiction, the contract prevails.

 §7

  1. The delivery of the Goods is carried out to the address indicated in the Order form, taking into account art. 4 par. 6.
  2. Delivery is carried out by a courier company, unless the contract concluded between the parties provides otherwise. The Partner is obliged to ensure the presence of a person authorized to receive the delivery
  3. Upon the release of the Goods to the carrier, the Partner passes the right of ownership and all risks associated with the possession and use, in particular the risk of loss or damage to the Goods
  4. The delivery costs are borne by the Partner, unless the contract concluded between the parties provides otherwise.
  5. The cost of a shipment is separated on a VAT invoice.
  6. The Partner is obliged to check the Goods at the time of its receipt in terms of the conformity of the goods with the order, completeness of the order, integrity of the packaging, possible damage.
  7. Confirmation of receipt of the Goods is the proof of delivery of the Goods by the carrier.
  8. It is considered that the person collecting the ordered Goods on behalf of the Partner is duly authorized by the Partner to collect the Goods and sign documents confirming the execution of the contract on behalf of the Partner.
  9. The Seller will consider complaints if they have been reported within 7 days from the date of their detection, but not later than one year from the date of receipt of the Goods by the Partner.

 §8

  1. The Seller is not responsible for errors committed by the Partner in the order form, as a result of which the order was submitted in a manner inconsistent with the Partner's intention. The costs associated with re-submission and handling of such an order shall be borne by the Partner.
  2. The Seller is not responsible for purchases made by unauthorized third parties using the login and password of the Partner.

 §9

  1. The Seller reserves the right to temporarily suspend access to the E-wholesale, related in particular to the occurrence of force majeure, the need to carry out maintenance work or remove failures, improve the software or remove found errors. The seller will inform in advance about the breaks that depend on him.
  2. The Seller reserves the right to change the Regulations as well as to cease running an E-wholesale without prior notice.
  3. Amendments to the Regulations are obligatory for the Partner in the field of orders submitted in accordance with the new wording of the Regulations, i.e. from the date of posting the amended Regulations on the E-wholesale website.
  4. The Partner is obliged to read the Regulations and is always bound by the current provisions of the Regulations at the time of ordering..
  5. The seller is not responsible for any losses resulting from downtime in order fulfillment. In particular, the Seller shall not be liable for the Partner's lost profits.
  6. In matters not regulated in the Regulations, the provisions of the Polish law, both material and procedural, apply.
  7. In the event of any disputes, their parties will try to settle them by negotiation, and if they can not reach an agreement, they will submit them to the common court competent for the seat of the Seller.
  8. All comments and reports regarding violations of these Regulations should be sent to the following e-mail address: sales@modone.com
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