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General terms and conditions of sale

IoT Solution

General Terms and Conditions of Sale

Rules governing commercial cooperation, order placement, delivery, payment, guarantees, liability and other terms of sale applied by IOT SOLUTION SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, including orders placed through the shop.iots.eu online store.

✓ General Terms
◈ B2B Sales
ING ING Pay
↗ DHL

Terms of Commercial Cooperation

Below you will find the full General Terms and Conditions of Sale, together with the clause concerning compliance with sanctions regulations, export controls and dual-use items.

Seller Details

IOT SOLUTION SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ

ul. Tomasza Zana 39A, 20-634 Lublin, Poland

National Court Register (Krajowy Rejestr Sądowy) · District Court Lublin-Wschód in Lublin with its seat in Świdnik, 6th Commercial Division of the National Court Register · share capital: PLN 15,000

NIP7123416813
REGON388504524
KRS0000891157
Online Store

Payments and Delivery

Key information concerning orders placed through shop.iots.eu.

Online PaymentsING Pay

Online payments are processed through the ING Pay payment gateway operated by ING Bank Śląski S.A.

Bank TransferPro Forma Invoice

Order processing begins after the required payment has been credited.

Domestic DeliveryDHL

After dispatch, standard transport usually takes 1–2 business days. Standard domestic delivery cost: PLN 29–55.

  1. Preliminary Provisions
    • The Seller is IOT SOLUTION SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, with its registered office at ul. Tomasza Zana 39A, 20-634 Lublin, Poland, entered in the Register of Entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy), maintained by the District Court Lublin-Wschód in Lublin with its seat in Świdnik, 6th Commercial Division of the National Court Register, under KRS No. 0000891157, NIP 7123416813, REGON 388504524, with share capital of PLN 15,000 (hereinafter: the “Seller”).
    • These General Terms and Conditions of Sale (hereinafter: the “GTCS”) govern the placement and performance of orders and the conclusion of agreements for the sale of Products and Software between the Seller and the Customer, including through the online store at shop.iots.eu.
    • The GTCS are intended for professional transactions. Through the online store, the Seller sells exclusively to entrepreneurs, legal persons, organisational units having legal capacity, and public-sector entities acting in connection with their business activities or statutory tasks.
    • The Seller does not conduct consumer sales. Placement of an order by a person acting as a consumer within the meaning of Article 221 of the Polish Civil Code does not oblige the Seller to accept the order, and an Agreement is concluded only in the manner specified in § 4 of the GTCS.
    • The exclusion of consumer sales does not deprive a natural person conducting business activity of rights that mandatorily apply to that person as an Entrepreneur with Consumer Rights, where the particular Agreement is directly related to that person’s business activity but is not of a professional nature for that person.
    • For deliveries outside the territory of the Republic of Poland, the terms of performance of the Agreement, in particular transport, transfer of risk, insurance, customs and tax liability, compliance with the law of the destination country, sanctions and export controls, may be agreed separately by the Parties. Matters not separately agreed shall be governed accordingly by the GTCS and Polish law.
    • A separate agreement excludes the application of the GTCS only to the extent that such agreement regulates a given matter differently.
    • The Seller shall not be bound by the Customer’s standard terms and conditions to the extent they conflict with the GTCS, unless the Seller expressly accepts such different terms.
  1. Definitions
    • “Customer” means an entity placing an Order or entering into an Agreement with the Seller within the scope of transactions referred to in § 1 of the GTCS.
    • “Entrepreneur with Consumer Rights” means a natural person entering into an Agreement with the Seller directly related to that person’s business activity where the Agreement is not of a professional nature for that person, in particular having regard to the scope of business disclosed in CEIDG, in accordance with the applicable provisions of the Polish Civil Code and the Polish Consumer Rights Act.
    • “Confidential Information” means all data and materials in any form disclosed by one Party to the other under the Agreement which have been marked as confidential or whose nature clearly indicates confidentiality, excluding information that is publicly available, lawfully held beforehand, independently developed or obtained from a third party without a confidentiality obligation.
    • “Intellectual Property Rights” means all intangible rights, including patents, utility models, copyrights, trademarks, trade names, design rights, database rights, know-how and trade secrets.
    • “Products” means devices, consumables, accessories and other goods supplied by the Seller under an Agreement or Order.
    • “Software” means computer programs, applications, licences, digital content, digital services and embedded software supplied under an Agreement.
    • “Third-Party Products” means Products or Software originating from other manufacturers or suppliers. Manufacturer guarantee terms and licence terms may apply to them independently of the Seller’s statutory liability that cannot lawfully be excluded.
    • “Order” means a Customer’s declaration intended to conclude an Agreement, submitted in the manner provided for in the GTCS.
  1. Scope and Purpose of Commercial Proposals
    • The applicable prices of Products and Software are set out in the Seller’s price lists current on the date the Order is placed, unless the Seller submits an individual Offer.
    • If an Offer is submitted, its pricing and other terms apply only to the Products and Software specified therein and remain binding for 30 days from the date of issue, unless the Offer expressly provides otherwise.
  1. Conclusion of Agreements and Placement of Orders
    • A sales Agreement is concluded when the Seller sends confirmation that the Order has been accepted for processing or when a separate agreement is signed by the Parties.
    • Before accepting an Order, the Seller may verify the Customer’s details in public registers, in particular CEIDG, KRS and REGON, and may request information or documents necessary to verify the Customer, the authority of the person placing the Order, compliance with sanctions regulations, export controls or restrictions concerning dual-use products.
    • Orders may be placed electronically at sklep@iotsolution.pl or through the online store at shop.iots.eu.
    • An Order should contain information enabling identification of the Customer and the person placing the Order, identification of the Products or Software, quantities and data necessary to perform delivery.
    • Orders should be placed by persons authorised to act on behalf of the Customer. The Seller may request proof of such authority where justified by the circumstances.
    • If it is not clear from the Agreement whether the Agreement is of a professional nature for a natural person conducting business activity, that person may, no later than upon conclusion of the Agreement, submit a statement that the Agreement is or is not of a professional nature for that person. The Seller does not make conclusion of the Agreement conditional upon submission of such a statement.
    • Placement of an Order constitutes acceptance of the GTCS and the obligations arising from the sanctions clause. The Seller may make performance of an Order conditional upon delivery of documents required by law or necessary to assess sanctions, export or payment risk; this does not apply to requiring a mandatory statement as to whether the Agreement is of a professional or non-professional nature.
    • Notices and communications between the Parties may be made electronically unless the law, the Agreement or the GTCS require another form.
    • Each Product may be supplied against an individual Customer Order. If the required quantity is not available in the Seller’s warehouse, the Seller may order the Product from a manufacturer or supplier specifically to perform the relevant Order.
    • Once an Order or part of it has been placed into production or fulfilment with a manufacturer or supplier, an ordinary B2B Customer has no contractual right to unilaterally cancel that part of the Order unless the Seller agrees. This provision does not limit the statutory right of withdrawal available to an Entrepreneur with Consumer Rights or any other rights that cannot lawfully be excluded.
    • If the Seller agrees to cancellation of an ordinary B2B Customer’s Order after it has been placed into production or fulfilment with a manufacturer or supplier, the Seller may charge an agreed cancellation fee not exceeding 50% of the net value of the cancelled part of the Order, reflecting in particular the costs and obligations incurred by the Seller. This provision does not apply to exercise of the statutory right of withdrawal by an Entrepreneur with Consumer Rights.
  1. Changes to Orders and Products
    • Either Party may request changes concerning the scope, performance time, delivery schedule or price of an Order.
    • The Seller reserves the right to make changes to Products, including their specifications, catalogues and brochures, at any time without obtaining the Customer’s consent.
    • The Seller may perform its obligations in part, provided that this is not contrary to the Customer’s legitimate interest.
  1. Terms of Product Delivery
    • The Seller undertakes to deliver ordered Products within the territory of Poland to the place previously agreed with the Customer.
    • Delivery of Products is made in accordance with the Incoterms 2020 rule indicated in the Offer or Order. Unless the Offer or Order provides otherwise, delivery is made on DAP (Delivered At Place, Incoterms 2020) terms. In such case, risk passes to the Customer when the Products are placed at the Customer’s disposal on the arriving means of transport, ready for unloading at the agreed place.
    • If the Customer fails to accept Products at the agreed time or fails to collect them after notification, the Seller may take the measures provided for in the Agreement or GTCS, including charging the Customer reasonable storage, redelivery or other costs resulting from the failure to collect.
    • Upon receipt, the Customer should verify that the delivery complies with the Order or sales document and inspect the external condition of the shipment. In the event of visible packaging damage, signs of interference with the shipment or other visible transport damage, the Customer should prepare a damage report with the carrier and promptly provide a copy to the Seller.
    • Visible transport damage and material quantity or assortment discrepancies detectable upon receipt should be reported to the Seller promptly, no later than within 3 days from delivery or collection. Failure to comply with this obligation may make it more difficult to pursue claims against the carrier or prove that the damage or discrepancy existed at the time of delivery, but does not in itself result in loss of the statutory rights of an Entrepreneur with Consumer Rights.
    • The 3-day period referred to above does not apply to hidden defects or irregularities that could not reasonably have been detected upon receipt. Such defects or irregularities should be reported to the Seller promptly after discovery.
    • If a Product received does not comply with the Order or sales document, the Customer should contact the Seller before returning the Product. Once the report has been confirmed, the Product shall be returned to the indicated address at the Seller’s expense. The correct Product shall be dispatched subject to availability and after receipt of the non-compliant Product has been confirmed.
    • If a Product defect or malfunction is identified, the Customer should report the issue to the Seller promptly after discovery.
    • For Orders with a delivery date not exceeding two (2) months from the date of placement, performance shall be based on the Seller’s prices applicable on the date the Order was placed, unless the Offer provides otherwise.
    • Orders with a later delivery date may require separate written agreement of commercial terms.
    • Deliveries outside Poland are subject to individual arrangements, in particular regarding transport costs, timing, risk, formalities and any export restrictions.
    • Domestic deliveries of Orders placed through the Seller’s online store are generally carried out by DHL courier service unless the Offer, Order or a separate agreement between the Parties specifies another method of delivery.
    • After the shipment has been handed over to the carrier, standard transport within Poland usually takes 1–2 business days. Transport time is not the same as Order processing time and begins after dispatch.
    • For standard domestic shipments ordered through the online store, delivery costs range from PLN 29 to PLN 55, depending on the parameters of the particular Order and shipment. The final cost is presented to the Customer during the ordering process before approval. Non-standard, oversized shipments or shipments requiring individually arranged transport may be priced separately.
  1. Lead Times and Deadlines
    • Lead times shown in the online store are indicative and do not constitute a binding commitment by the Seller unless the Seller expressly confirms performance of the Order by a specified date. For Orders placed through the store, approximately 30 business days should generally be assumed as an indicative lead time, although the actual period may be shorter or longer depending on Product availability, the manufacturer’s or supplier’s lead time and the time at which the Product reaches the Seller.
    • After an Order is placed, the Seller verifies it, in particular in terms of Product availability, lead time, required information and payment. Acceptance of the Order for processing is confirmed by sending the Customer an Order confirmation.
    • If, before the Order or part of it is submitted to the manufacturer or supplier, the actual lead time proves longer than previously indicated to the Customer, the Seller will inform the Customer of the new estimated lead time.
    • In the situation referred to above, the Customer may, within 3 (three) business days from receipt of information about the changed lead time, reject the change and submit a statement cancelling the part of the Order affected by the change. If the entire Order is cancelled, this provision applies to the entire Order.
    • If an Order is effectively cancelled in accordance with point 7.4 before it is submitted to the manufacturer or supplier, the Seller shall refund payments received from the Customer in respect of the cancelled part within 7 (seven) business days from receipt of the cancellation statement, using the same payment method unless the Customer expressly agrees to another method.
    • Failure to submit a cancellation statement within the period specified in point 7.4 means acceptance of the new estimated lead time.
    • If an Order or part of it has already been submitted for fulfilment to the manufacturer or supplier, a later change to the estimated lead time by the manufacturer or supplier does not give the Customer a unilateral right to cancel that part of the Order. In such case, the cancellation rules set out in § 4 apply, including cancellation only with the Seller’s consent and a fee of up to 50% of the net value of the cancelled part of the Order.
    • The Seller shall inform the Customer of any material delay or change to the estimated lead time promptly after receiving such information from the manufacturer, supplier or carrier.
    • The lead time begins at the later of the following: (i) confirmation by the Seller that the Order has been accepted for processing, (ii) receipt by the Seller of all information required to perform the Order, or (iii) receipt of the required payment where payment is a condition for commencement of performance.
    • If the Seller has expressly undertaken to perform by a binding deadline and is in delay for reasons for which it is responsible, the provisions of the relevant Agreement, Offer or mandatory provisions of law shall apply.
    • The provisions of this section do not limit statutory rights of an Entrepreneur with Consumer Rights arising from mandatory provisions of law.
  1. Pricing, Payment Terms and Tax Matters
    • For orders placed through the online store, the Customer may pay online through the ING Pay payment gateway operated by ING Bank Śląski S.A. or by traditional bank transfer based on a Pro Forma invoice, where the relevant method is available for the particular Order.
    • The range of payment methods available through ING Pay is presented to the Customer during the ordering process and may depend on store configuration and the terms of the transaction.
    • For online payments, Order processing begins after the Seller receives confirmation that payment has been successfully completed. For payment by bank transfer based on a Pro Forma invoice, processing begins after the required amount has been credited, unless the Parties agree otherwise.
    • If funds must be refunded, the Seller shall make the refund using the same payment method used for the transaction unless the Customer expressly agrees to another method; in relation to an Entrepreneur with Consumer Rights, mandatory provisions governing the method and timing of refunds also apply.
    • Prices of Products and Software are net prices and will be increased by VAT at the rate applicable on the date the tax obligation arises.
    • A change to the Seller’s price list applies to Orders placed after the new price list enters into force. Orders already accepted for processing shall be performed at the price agreed upon conclusion of the Agreement, subject to the further provisions of this section concerning ordinary B2B relationships.
    • If the Seller grants the Customer a deferred payment term, the invoice shall be issued in accordance with applicable law and payment shall be made by the deadline shown on the invoice or otherwise agreed by the Parties. This does not apply to Orders requiring prepayment, online payment or payment against a Pro Forma invoice before processing begins.
    • For late payment in commercial transactions, the Seller is entitled to interest and, where the statutory conditions are met, compensation for recovery costs in accordance with the Polish Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions.
    • In the event of late payment, after first calling upon the Customer to pay, the Seller may suspend further deliveries or Orders until due amounts have been settled, provided that mandatory provisions of law do not provide otherwise.
    • Any provision excluding or limiting set-off by the Customer applies only to ordinary B2B relationships and does not apply to an Entrepreneur with Consumer Rights to the extent that it would constitute an unfair contractual term or infringe mandatory law.
    • In ordinary B2B relationships, if after conclusion of the Agreement and before performance of an outstanding part of the Order there is a material, objective change beyond the Seller’s control in the cost of acquiring or delivering the Product, in particular a change in the manufacturer’s price, transport costs, customs duties, public charges or the EUR/PLN exchange rate according to the NBP average rate exceeding 1% compared with the rate on the date of conclusion of the Agreement, the Seller may propose a price change for the outstanding part of the Order.
    • The price change referred to above requires the Customer’s acceptance. If it is not accepted, either Party may cancel the outstanding part of the Order without a cancellation fee, and the Seller shall refund any prepayment received for that part within 7 business days.
    • In relation to an Entrepreneur with Consumer Rights, the price agreed upon conclusion of the Agreement may not be increased unilaterally. Any change requires the Parties’ express agreement unless a mandatory provision of law provides otherwise.
  1. Retention of Title, Risk of Damage and Right of Withdrawal
    • Unless the Parties agree otherwise, the Seller retains title to the Products until the full price has been paid.
    • Intellectual Property Rights in Software remain vested in the manufacturer or other entitled party. The Customer acquires only the rights arising from the applicable licence.
    • In ordinary B2B relationships, the Seller does not provide a standard right to return Products that have been correctly delivered, comply with the Order and are free from defects. A return may take place only with the Seller’s consent or where required by mandatory law.
    • An Entrepreneur with Consumer Rights who has concluded a distance Agreement has a statutory right to withdraw from the Agreement within 14 days without giving any reason, on the terms provided for in Chapter 4 of the Polish Consumer Rights Act.
    • For an Agreement for the sale of a Product, the 14-day period generally begins when the Entrepreneur with Consumer Rights, or a third party indicated by that person other than the carrier, takes possession of the Product, and in cases of split or multiple deliveries — in accordance with the rules set out in the Polish Consumer Rights Act.
    • A withdrawal statement may be submitted in any unequivocal form, in particular by email to sklep@iotsolution.pl or in writing to the Seller’s registered office address. Dispatch of the statement before expiry of the deadline is sufficient to meet the deadline.
    • Following withdrawal, the Entrepreneur with Consumer Rights shall return the Product promptly, no later than within 14 days from submitting the withdrawal statement. The Customer bears the direct cost of returning the Product unless the Seller agrees to bear it or mandatory law provides otherwise.
    • The Seller shall refund payments received in accordance with the deadlines and rules set out in the Polish Consumer Rights Act, including the cost of the least expensive ordinary delivery method offered by the Seller. For sales of Products, the Seller may withhold reimbursement until it receives the Product or proof that it has been sent back, whichever occurs first.
    • An Entrepreneur with Consumer Rights is liable for any diminished value of the Product resulting from use beyond what is necessary to establish the nature, characteristics and functioning of the Product, to the extent provided by law.
    • The right of withdrawal does not apply in the cases specified in the Polish Consumer Rights Act, in particular to a non-prefabricated Product manufactured according to the Customer’s individual specifications or serving the Customer’s personalised needs, or to a computer program supplied in sealed packaging after the seal has been broken.
    • The mere fact that a standard Product is ordered from a manufacturer or supplier specifically to fulfil a particular Order does not in itself mean that the Product was made to the Customer’s individual specifications and does not by itself exclude the statutory right of withdrawal.
    • For digital content or Software not supplied on a tangible medium, the right of withdrawal may be lost only if the conditions set out in the Polish Consumer Rights Act are satisfied, in particular where performance begins with the entitled Customer’s prior express consent, after the Customer has been informed that the right of withdrawal will be lost and has acknowledged this, and the required confirmation has been provided.
    • In ordinary B2B relationships, provisions concerning Software, licences and cancellation may additionally be subject to the terms of the relevant manufacturer’s licence.
  1. Product Marking and Packaging
    • The Seller ensures that Product marking and packaging comply with applicable law to the extent relevant to the particular Product.
    • A declaration of conformity and technical documentation will be made available at the Customer’s request.
    • The Seller ensures that Products meet the essential requirements of applicable Polish and EU regulations and applicable standards.
    • The Offer price includes the Seller’s standard packaging. Non-standard packaging may be subject to an additional charge.
  1. Export and International Sanctions
    • Products may be subject to economic sanctions, export controls and restrictions applicable to dual-use items. If the Customer intends to export Products outside the territory of the Republic of Poland, the Customer undertakes to contact the Seller or the manufacturer in advance and to comply with all applicable national, EU and international regulations in this respect.
    • Without the required authorisations and the Seller’s consent, the Customer shall not export or re-export Products or Software to restricted destinations or parties, nor use them for prohibited purposes.
    • The Seller may suspend performance of an Order where required licences, administrative permits or certificates are unavailable, in particular in relation to export controls, re-export, dual-use products, military, ICT or cryptographic applications, or where there is a risk of infringement of national, EU or international law concerning economic sanctions or technology restrictions.
    • The Customer is responsible for all losses and costs resulting from non-compliance with export regulations.
    • At the Seller’s request, the Customer shall provide an end-use statement.
    • The Seller shall not be liable for delays resulting from changes in export regulations.
  1. Environmental Protection
    • The Party in possession of product waste is responsible for its removal and disposal.
    • In the case of professional electrical and electronic equipment, organisational and financial responsibility for the removal and treatment of waste passes to the direct Customer.
    • The Customer undertakes to collect, remove, treat and recycle such waste.
  1. Intellectual Property Rights and Software Licence
    • Intellectual Property Rights in all technical information, documentation, methodologies or know-how made available by the Seller remain vested in the Seller or, as applicable, the manufacturer of the relevant Product or Software. The Customer acquires only the right to use such information to the extent necessary to use the Product for its intended purpose.
    • The Seller or the relevant third party retains ownership of Software, embedded software and third-party software.
    • No Intellectual Property Rights are transferred to the Customer except for a limited licence to use the Software, granted after full payment of the applicable licence fee and subject to compliance with the end-user licence agreement.
    • Where the supplied Software is subject to a separate manufacturer’s end-user licence agreement (EULA), the Customer undertakes to comply with its terms. Before first use of the Software, the Customer will be given access to the applicable licence terms.
    • Software may include components owned by third parties whose use may be subject to additional licence terms.
    • Without the written consent of the Seller or, as applicable, the manufacturer, the Customer may not copy, modify, sublicense, decompile or reverse-engineer the Software except where permitted by law, including where necessary for interoperability with other software.
    • The Customer undertakes to keep the Software strictly confidential. The Customer may make one backup copy of the Software and a limited number of copies of the documentation.
    • The Customer undertakes to maintain records of Software use and provide the Seller with a certificate of licence compliance upon request.
    • Upon reasonable prior notice, the Seller has the right to conduct an audit concerning the legality of the Customer’s use of licensed Software. If unauthorised use or a licence breach is identified, the Seller may claim additional payment, such as an outstanding licence fee, or compensation for loss.
    • The Customer may not transfer a Software licence without the Seller’s written consent.
    • The terms of use of Software and databases are determined by the applicable licences.
    • The Seller may cease supplying Products or Software that may infringe third-party rights. If Products or Software are found to infringe third-party rights, the Seller may, at its own cost, obtain a licence, replace or modify the infringing element. If this is not possible, the infringing element shall be returned to the Seller and the Seller’s liability shall be limited to refund of the amount paid, less depreciation.
    • The provisions of this section constitute the Parties’ entire liability in respect of infringements of Intellectual Property Rights. No other claims on this basis shall be available to the Parties, except where they arise from mandatory provisions of law.
    • Provisions concerning licences and Software do not limit the rights of an Entrepreneur with Consumer Rights arising from mandatory law, in particular provisions concerning digital content and digital services.
  1. Complaints Procedure
    • Complaints may be submitted electronically to sklep@iotsolution.pl or in writing to the Seller’s registered office address. If assessment of the complaint requires the Product to be supplied, the Seller shall indicate the method and address for delivery.
    • Where possible, a complaint should include the Order number or proof of purchase, Product identification, serial number if applicable, a description of the defect or non-conformity, the date it was identified and the Customer’s request. Photos, recordings, logs and diagnostic results may accelerate assessment, but the absence of a purchase document does not prevent the Customer from proving the purchase by other means.
    • In ordinary B2B relationships, a complaint should be reported promptly after a defect or irregularity is discovered. The Seller shall consider the complaint within up to 60 days from receipt of a complete report and, where the Product must be supplied, from the later of: receipt of the information necessary to assess the complaint or receipt of the Product.
    • For Products from other manufacturers, the Seller may forward the Product, documentation or diagnostic results to the manufacturer or supplier as part of a guarantee procedure. This does not limit the Seller’s statutory liability towards an Entrepreneur with Consumer Rights.
    • In relation to an Entrepreneur with Consumer Rights, where goods do not conform to the Agreement, the provisions of Chapter 5a of the Polish Consumer Rights Act apply accordingly. The Seller is liable for non-conformity existing at the time of delivery and disclosed within the statutory period, generally two years from delivery.
    • An Entrepreneur with Consumer Rights may first request repair or replacement of the Product. The Seller may use the alternative remedy if the remedy chosen by the Customer is impossible or would involve excessive costs; if both repair and replacement are impossible or would involve excessive costs, the Seller may refuse to bring the Product into conformity with the Agreement.
    • Repair or replacement for an Entrepreneur with Consumer Rights shall be carried out within a reasonable time, without excessive inconvenience and at the Seller’s cost, including transport, labour and materials. Where the law requires the Seller to collect the Product, collection shall be at the Seller’s cost.
    • An Entrepreneur with Consumer Rights may request a price reduction or withdraw from the Agreement in the cases provided for by law, in particular where the Seller has refused to bring the Product into conformity, failed to carry out repair or replacement properly, the non-conformity persists, or the non-conformity is sufficiently serious to justify such remedy without prior repair or replacement. Withdrawal on grounds of non-conformity is not available if the non-conformity is insignificant.
    • For Software, digital content or a digital service covered by the protection granted to an Entrepreneur with Consumer Rights, the provisions of Chapter 5b of the Polish Consumer Rights Act apply accordingly, including provisions on bringing content or services into conformity with the Agreement, price reduction and withdrawal.
    • The 60-day period applicable to ordinary B2B relationships does not limit the deadlines or rights of an Entrepreneur with Consumer Rights arising from mandatory provisions of law.
  1. Guarantee, Statutory Warranty (Rękojmia) and Statutory Liability
    • For the Seller’s own Products, the scope and duration of the guarantee are specified in the Seller’s e-catalogue, Offer or guarantee document relating to the relevant Product. Unless another period is specified for a Seller-owned Product, the guarantee period is 12 months from the date of delivery.
    • Under the Seller’s guarantee, the remedy may include repair or replacement of a defective Product or part, and in the case of Software an appropriate update, in accordance with the guarantee terms.
    • The guarantee does not cover damage resulting in particular from improper use, installation, storage, negligence, accident, third-party interference, unauthorised repairs or modifications unless the guarantee terms provide otherwise.
    • For Products manufactured by third parties, the Seller generally does not provide its own guarantee unless expressly stated otherwise. The scope, duration and method of performance of a manufacturer’s guarantee are determined by the relevant guarantor’s terms.
    • A manufacturer’s guarantee is separate from statutory claims against the Seller. For an Entrepreneur with Consumer Rights, use or non-use of a manufacturer’s guarantee does not exclude or limit rights arising under the Polish Consumer Rights Act.
    • In relation to Customers who are entrepreneurs and are not Entrepreneurs with Consumer Rights, the Seller’s liability under the statutory warranty for defects (rękojmia) under Article 556 et seq. of the Polish Civil Code is excluded pursuant to Article 558 § 1 of the Polish Civil Code, subject to cases in which such exclusion is ineffective by operation of law, in particular where a defect has been fraudulently concealed.
    • For an Entrepreneur with Consumer Rights, the Seller’s statutory liability for non-conformity of a Product with the Agreement and for digital content or digital services shall be exercised in accordance with the relevant provisions of the Polish Consumer Rights Act and cannot be limited by provisions intended for ordinary B2B relationships.
  1. Limitation of the Seller’s Liability
    • The provisions of this section concern limitations of liability in ordinary B2B relationships and apply only to the extent permitted by law.
    • In ordinary B2B relationships, subject to mandatory law, the Seller shall not be liable for loss of profit, revenue, anticipated savings, reputation or data, or for indirect or consequential loss, unless such liability cannot lawfully be excluded.
    • In ordinary B2B relationships, the Seller’s total liability for damages arising from a particular Agreement is limited to the net value of the Order to which the event giving rise to liability relates, except where such limitation would be invalid or ineffective.
    • No provision of the GTCS excludes or limits liability for damage caused intentionally or any liability which, under applicable law, cannot be excluded or limited.
    • In relation to an Entrepreneur with Consumer Rights, limitations of liability applicable to ordinary B2B relationships apply only to the extent that they do not infringe mandatory provisions or rules on unfair contractual terms applicable to that category of entrepreneur.
  1. Suspension and Termination of the Agreement
    • Either Party may, to the extent permitted by law, suspend performance of its obligations in the event of a material failure by the other Party to perform its obligations, in particular failure to make a due payment.
    • If suspension results from circumstances attributable to the Customer, the Seller may claim reimbursement of reasonable and documented costs incurred as a result of the suspension.
    • If a breach of the Agreement can be remedied, the Party entitled to terminate or rescind the Agreement should generally grant the other Party an appropriate additional period to remedy the breach unless the nature of the breach or applicable law justifies immediate termination.
    • The Seller may terminate or rescind the Agreement with immediate effect in cases provided for by law or the Agreement, in particular in the event of the Customer’s liquidation, cessation of business, insolvency or breach of sanctions regulations, where the circumstances justify ending the cooperation.
    • After termination of the Agreement, provisions which by their nature should survive shall remain in force, in particular those concerning confidentiality, Intellectual Property Rights, settlements and liability.
    • For an Entrepreneur with Consumer Rights, this section applies subject to mandatory law and the prohibition on unfair contractual terms.
  1. Data Protection
    • Personal data are processed by the Seller in accordance with applicable data protection law, in particular the GDPR, for the purposes and on the legal bases described in the Privacy Policy.
    • Detailed information concerning the data controller, purposes and legal bases of processing, retention periods, recipients of data and data subject rights is available in the “Privacy Policy” section at https://shop.iots.eu/pl/i/Polityka-prywatnosci/26.
    • If the Customer provides the Seller with personal data of its representatives or employees, the Customer shall provide those persons with information concerning the Seller’s processing of their data where such an obligation arises under applicable law.
  1. Confidentiality
    • Each Party retains ownership of its Confidential Information.
    • Each Party undertakes to protect the other Party’s Confidential Information with due care and to use it solely in connection with Orders.
    • Upon termination of the Agreement or at the request of the disclosing Party, the receiving Party shall return or destroy the Confidential Information.
    • Neither Party shall disclose the other Party’s Confidential Information to third parties without prior written consent, except where disclosure is required by law.
    • Confidentiality obligations expire five years after expiry of the relevant Order or termination of the Agreement unless otherwise agreed in the Order or Agreement.
  1. Force Majeure
    • Performance of deliveries may depend on the availability of components, materials or transport services originating from markets affected by global disruptions, including raw-material shortages, logistics constraints or other circumstances beyond the Seller’s control. Such circumstances may cause stoppages, difficulties or delays in deliveries. In such case, delivery dates are indicative and the Seller shall use due care to inform the Customer of schedule changes.
    • Delays resulting from circumstances beyond the Seller’s control do not constitute grounds for termination of the Agreement by the Customer or for claims arising from non-performance, provided that the Seller did not act intentionally or with gross negligence.
    • Except for the Customer’s payment obligations, the Parties shall not be liable for failure to perform or improper performance of obligations under the Agreement where caused by force majeure, meaning an extraordinary event beyond the Parties’ control which could not reasonably have been foreseen or avoided, including in particular natural disasters, acts of war, terrorist attacks, failures of critical infrastructure and administrative decisions preventing performance of the Agreement.
    • If, due to Force Majeure, a Party is unable to perform its contractual obligations in whole or in part, it shall promptly notify the other Party. The Parties shall then agree on the manner and terms of further performance of the Agreement or terminate it by mutual agreement.
    • Contractual deadlines are suspended for the duration of the obstacle caused by Force Majeure.
    • Force Majeure events entitle the affected Party to an extension of the delivery deadline for the duration of such events or for another period agreed by the Parties.
    • Force Majeure provisions do not exclude liability or rights that cannot lawfully be excluded under mandatory provisions of law.
  1. Waiver of Rights
    • Delay in exercising, or failure to exercise, any right or remedy does not constitute a waiver of that right or remedy and does not prevent its exercise in the future.
    • Any waiver of a right is valid only if made in writing and signed by the Party granting the waiver.
  1. Final Provisions
    • After performance of the Agreement, the Customer may, at the Seller’s request, provide references confirming performance of the Agreement. Providing references is voluntary unless the Parties separately agree otherwise.
    • The Customer may give separate consent for the Seller to use photographs from the project or implementation in informational or marketing materials. The scope of use shall correspond to the consent granted and applicable law.
    • Matters not regulated in the GTCS are governed by Polish law, in particular the Polish Civil Code, the Polish Consumer Rights Act to the extent applicable, and other mandatory provisions.
    • Agreements with Customers having their registered office outside Poland are governed by Polish law unless the Parties validly agree otherwise. The United Nations Convention on Contracts for the International Sale of Goods (CISG) may be excluded to the extent permitted by law.
    • In ordinary B2B relationships, disputes arising from an Agreement may be submitted to the common court having jurisdiction over the Seller’s registered office unless the Parties agree otherwise. This jurisdiction clause does not apply to an Entrepreneur with Consumer Rights to the extent that it would impose a court lacking jurisdiction under applicable law or would constitute an unfair contractual term.
    • If any provision of the GTCS is invalid or ineffective, this does not affect the validity of the remaining provisions. The relevant provisions of law shall apply in place of the invalid or ineffective provision.
    • The Seller may amend the GTCS. Agreements concluded before an amendment enters into force remain governed by the version of the GTCS applicable when the Agreement was concluded, unless the amendment follows from mandatory law or the Parties expressly agree otherwise.
    • The Customer may not transfer rights or obligations under the Agreement to a third party without the Seller’s prior consent, subject to mandatory provisions of law and protection available to an Entrepreneur with Consumer Rights.
    • The GTCS form an integral part of the Agreement where they have been made available to the Customer in a manner enabling the Customer to review their content before conclusion of the Agreement.
    • The current version of the GTCS is available at https://shop.iots.eu/regulamin and may be saved or printed by the Customer.

Sanctions Clause. Compliance with Sanctions Regulations, Export Controls and Dual-Use Items

  1. By:
    • accepting delivery of Products, Services and/or Software offered by the Seller in accordance with a quotation, Offer or Order;
    • placing an Order with the Seller; or
    • accepting an Offer from the Seller, the Customer agrees to the terms below and undertakes to exercise due diligence to ensure that its recipients also comply with them.
  2. Products may be subject to laws concerning restrictive trade measures, export controls, embargoes, economic and financial sanctions and anti-boycott laws imposed, administered or enforced by the United States, the European Union, the United Kingdom, Switzerland and other competent jurisdictions (hereinafter: “Sanctions Regulations”).
  3. The Customer represents that it will not directly or indirectly violate any applicable Sanctions Regulations.
  4. Without the Seller’s prior written consent, the Customer shall not undertake actions aimed at exporting, re-exporting or transferring, including domestically, Products or their components to:
    • any country, territory, person or entity subject at the relevant time to prohibitions, embargoes or restrictions under the Sanctions Regulations;
    • entities or persons listed on sanctions lists published by the UN, USA, UK, EU or other competent authorities, including the SDN List, FSE List, SSI List, Entity List, Unverified List, EU sanctions lists and similar lists;
    • military entities or military end-users, including armed forces, navy, air force, national guard, national police or intelligence services, or for proliferation-related purposes or other uses prohibited under the Sanctions Regulations.
  5. The Customer undertakes to maintain policies and procedures designed to ensure compliance with Sanctions Regulations and not to take any action that could expose the Seller or its affiliated entities to a breach of such regulations.
  6. The Customer undertakes to inform the Seller promptly, no later than within 2 business days, of any circumstances that may affect the accuracy of the above representations.
  7. The Customer undertakes to use best efforts to recover Products that have been exported, re-exported or transferred in breach of point 4.
  8. The Seller may suspend performance of an Agreement or Order where:
    • required administrative authorisations are unavailable for reasons beyond the Seller’s control;
    • Sanctions Regulations prevent performance of the Order;
    • in the Seller’s assessment, performance of the Agreement could result in a breach of applicable regulations; or
    • a breach of point 4 has been identified.
  9. The Seller may terminate the Agreement or Order without liability if, within 2 months from the notice referred to in point 8, the Customer fails to confirm and document that it has taken action to recover Products transferred in breach of point 4.
  10. The Customer shall be liable for all losses, administrative penalties, costs and charges, including legal representation costs, incurred by the Seller in connection with a breach of this clause.

ACCEPTANCE OF AN OFFER, PLACEMENT OF AN ORDER OR PURCHASE OF GOODS FROM THE SELLER CONSTITUTES ACCEPTANCE OF THIS STATEMENT.