General Terms of Sale

General Terms of Sale at BayWa r.e. Solar Systems sp. z o.o. (hereinafter "OWS")

Date of last update: May 2023

1. General provisions

1.1. This document constitutes the General Terms referred to in Article 8 of the Act of 18 July 2002 on Providing Services by Electronic Means and it regulates the rules of using the purchasing platform available at: https://solar-distribution.baywa-re.pl/pl (hereinafter referred to as the "Webshop Shopping Platform").

1.2. This document also sets out the general conditions of sale forming part of the content of any Sales Agreement concluded with BayWa r.e Solar Systems sp. z o.o. with its registered office in Zabierzów 32-080, ul. Krakowska 390, entered into the Register of Entrepreneurs maintained by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register under KRS No. 0000871718, VAT No.: 5130268790, REGON State Business Registry No.: 387608799 BDO Number: 000533812 (hereinafter referred to as "Seller" or "BayWa r.e."), having the status of a large entrepreneur within the meaning of the provisions of the Act of 8 March 2013 on the prevention of excessive delays in commercial transactions for the benefit of customers who are and act as entrepreneurs (hereinafter referred to as the "General Terms and Conditions of Sale" or "GTC").

1.3. Considering the highly specialised nature of the Goods being sold there, the Seller reserves the right to offer the Goods only to entrepreneurs acting as professional entities who make purchases in connection with their business activities, related in particular to the installation of the Goods or the further sale of the Goods. 

1.4. By placing an Order at BayWa r.e. and accepting these Regulations and GTC, the Buyer who is an entrepreneur declares that transactions concluded via the Webshop Shopping Platform or transactions concluded via email, are directly related to their business activities and are of a professional nature for the Buyer.

1.5. The GTC apply to each Sales Contract fulfilled by the Seller, unless the Parties, at the express written or email consent by BayWa r.e., agree other individual Terms. The use of any Buyer contract templates is excluded.

1.6. Direct contact with the Seller is possible via email and by phone: 

Email addresses:

General: biuro.solarsystemspl(at)baywa-re.com

Processing of orders: zamowienia.solarsystemspl(at)baywa-re.com

Sales and technical advice: sprzedaz.solarsystemspl(at)baywa-re.com

Complaints:reklamacje.solarsystemspl(at)baywa-re.com

Phone: +48 888 332 750

Operator: + 48 12 397 82 00

1.7. The rules for processing personal data are set out in the Privacy Policy in its current wording. 

1.8. These Regulations and GTC may be freely reproduced, copied and printed from the website of the Webshop Shopping Platform.

2. Definitions 

2.1. Workday - any day from Monday to Friday excluding public holidays within the territory of the Republic of Poland.

2.2. Individual Conditions – terms of the Sales Contract individually agreed with the Customer, which specify in particular the method and time of delivery or terms of payment, including the Trade Credit, as well as additional collateral for the Sales Contract.

2.3. Customer – an entrepreneur (a natural person conducting business activity, a legal person or an organisational unit that is not a legal person, who is granted legal capacity on the basis of a separate law and performs business activity on its own behalf) who concludes a Sales Contract with BayWa r.e. as part of its business activity, under which the concluded Sales Contract is of a professional nature. 

2.4. Account – an individual account on the Webshop Shopping Platform to which the Customer's data is assigned, entered during the Account registration in accordance with the GTC. The Account Agreement is concluded the moment the Account is activated by the Seller.

2.5. Cart – a software component of the Webshop Shopping Platform, where the Goods selected by the Customer for purchase are visible.

2.6. Trade Credit – the amount of liabilities, determined individually by the Seller for a individual Customers, for the purchase of Goods, for which the Customer, pending consent by the Seller, may pay after the delivery of Goods, within the payment date indicated in the invoice, individually specified by the Seller for a given Customer; Trade Credit may be assigned and changed at the sole determination of the Seller.

2.7. Account Manager – a person responsible, on the part of the Seller, for contacting the Customer. The Account Manager may conclude Individual Terms and Conditions of Sale with the Customer as authorised by BayWa r.e. The Account Manager's data is available after logging in to the Account.

2.8. Webshop Shopping Platform – the purchasing platform run by BayWa r.e. available at https://solar-distribution.baywa-re.pl/ Full access to the Webshop Shopping Platform is only possible after the Customer has registers, verifies their business and its professional nature, and creates an Account. 

2.9. Order Confirmation – the Seller's declaration made in the form of an email after verification of the Order, constituting an acceptance of the Customer's offer and specifying the final terms of the Contract. 

2.10. Complaint regarding Goods – the right to report to the Seller non-conformance of the Goods with the Sales Contract (i.e., absence or non-conformity of the received Goods with the Sales Contract) or damage to the Goods in transport, together with an appropriate demand.

2.11. Force majeure – an event that could not have been foreseen with the exercise of particular diligence required in the professional provision of services, which is external to both the Seller and the Customer, and which the Parties could not have prevented by acting with due diligence. Force majeure events within the meaning of these General Terms and Conditions of Sale are in particular: cyber attacks, war, martial law, riots, disturbances, revolutions, terrorist attacks, strikes, blockades of roads or other commonly used points of entry and exit, delays by suppliers, as well as phenomena of a local nature: fire, road catastrophe, natural disasters including flood, earthquake, epidemic, pandemic, atmospheric conditions and other natural force events, the intensity of which deviates from the average for the period in question and which prevent the performance of the services or the Order or the Sales Contract.

2.12. Parties – the Seller and the Customer jointly.

2.13. Goods – goods offered by the Seller, which are the object of the Contract. 

2.14. Sales Contract– a sales contract within the meaning of the Civil Code; the content of the Contract consists of the Order, Order Confirmation, GTC and other terms and conditions of the Contract applicable to individual Customers, if any, agreed individually with individual Customers.

2.15. Account Agreement – an agreement for the provision of electronic services concerning the maintenance by BayWa r.e. of the Customer's account within the Webshop Shopping Platform.

2.16. User – a natural person duly authorised to act on behalf of the Customer, including to place Orders on the Webshop Shopping Platform and in the form of e-mails, as well as to contact the Seller on an ongoing basis. 

2.17. Order – a declaration of intent by the Customer or User acting on behalf of the Customer submitted via the Webshop Shopping Platform or via email, serving directly to conclude a Sales Contract, constituting an offer to conclude a contract within the meaning of the Civil Code.

3. Use of the Webshop Shopping Platform - services provided electronically

3.1. The seller provides the following services electronically free of charge:

• maintaining an individual Account on the Webshop Shopping Platform,
• enabling Customers or Users acting on behalf of the Customer to place Orders on the Webshop Shopping Platform,
• sending a newsletter, at the consent of the customer or user.

3.2. In order to create an Account, the Customer shall themselves have access to a computer workstation or other terminal equipment with Internet and email access. The creation of an Account and the use of the Webshop Shopping Platform is possible for a Customer with the following equipment: (1) a PC or other device with Internet access; (2) an Internet browser, e.g. Firefox, Internet Explorer or Google Chrome or other; (3) an active email account.

3.3. The creation and use of an Account requires the Customer to register on the Webshop Shopping Platform and provide the following data:

• first name, surname and company or name of the Customer,
• valid Tax Identification Number (NIP),
• address of the Customer's registered office,
• email address for sending documents and invoices; by accepting these GTC, the Customer agrees to receive VAT invoices electronically,
• name and surname, e-mail address and telephone number of the Users assigned to the Customer's Account, as persons authorised by the Customer to bind the Customer to the Order and responsible for maintaining contact with the Seller, together with a declaration that the Users are authorised to make declarations of intent and knowledge in the aforementioned scope on behalf of the Customer,
• shipping address for ordered Goods if it is different from the address of the company's registered office (which may be changed each time an Order is placed),
• Account password; the Customer is obliged to keep the login and password confidential; the password is unknown to the Seller. 

3.4. The Customer's Account is activated after the Seller positively verifies the Customer. The verification applies to, among other things, the subject of the client's activity, registration on the white list of VAT taxpayers or in the VIES system, as well as other elements listed in the document Methodology for assessing due diligence by purchasers of goods in domestic transactions prepared by the Ministry of Finance. The Seller reserves the right to ask the Customer to provide missing data (including the extension of PKD), to register on the white list of VAT taxpayers or in the VIES system, as well as to take other actions, including submission of explanations or to send relevant documents.

3.5. Before activating the Account, the Seller may contact the Customer in order to verify the provided data or obtain additional information.  

3.6. The Seller shall be entitled to refuse to activate the Customer Account without stating a reason.

3.7. The Seller shall send a confirmation of correct registration and activation of the Account to the Customer's email address indicated when the Account was created. Upon confirmation of the Account activation, an Account Maintenance Agreement is concluded. Only when the Account is activated, is it possible to place Orders via the Webshop Shopping Platform.

3.8. The Customer may have only one Account on the Webshop Shopping Platform, access to which may be granted to several users who are authorised by the Customer to place orders on its behalf. The Customer Account is non-transferable; the Customer may not use the Account of other Customers or provide people other than the Users access to the Customer Account, including the login or password to the Account.

3.9. Notwithstanding the obligation to provide User data as part of the creation of the Account (in accordance with 3.3(e) above), the Customer, acting through persons authorised to represent it, is obliged to provide the Seller, to the email address of the Customer's Account Manager or general address, with a list of all Users who may place Orders on behalf of the Customer and are responsible for remaining in contact with the Seller, and to update it if any changes emerge. At the request of the Seller, the Customer undertakes to provide at any time all documents confirming the authority of a User to act on behalf of the Customer. Orders or other declarations of intent and knowledge made by the persons indicated by the Customer in the list of Users or in the Account on the Webshop Shopping Platform shall be binding on the part of the Customer. The Seller has the right to refuse to accept and process an Order placed by a person who is not indicated on the list of Users or for whom documents confirming the authorisation of the person to act on behalf of the Customer have not been submitted.

3.10. During the term of the Account Agreement, the Customer is obliged to immediately inform the Seller of any changes in the data required for the use of the Account (including but not limited to company name, VAT number, address or email address or changes in the rights reported under the User Account) and any changes in the list of Users provided to the Seller in accordance with 3.9 above, by sending information about the changed data to the email address of the Account Manager or the general address. Until any changes are reported to the Seller, the data provided by the Customer shall be deemed up-to-date, in particular for the purposes of effective delivery or the placement of orders by Users which shall be binding for the Customer. The Seller shall not be liable for any losses caused by the Customer's failure to inform the Seller of any changes to the above-mentioned data.

3.11.The Seller shall not be liable if the Customer's data is incorrect, in particular such as, but not limited to, the company name or VAT number, or for negligent failure to notify the Seller of a change in such data prior to placing an Order.

3.12. During the term of the Account Agreement, the Customer shall immediately inform the Seller of the fact of filing a bankruptcy or restructuring petition, the commencement of settlement proceedings, court or administrative proceedings, criminal or fiscal proceedings against the Customer.

3.13. The Customer or User may not use the Account in a manner that violates the law, in a manner contrary to good practice or use the Account to violate the rights of other people, including personal rights.

3.14. The Customer or the Seller may terminate the Account Maintenance Agreement at any time. The termination of the Account Maintenance Agreement by any of the Parties, as well as its termination by mutual consent, is tantamount to a deactivation of the Account, however, it does not affect the performance of already concluded Contracts. 

3.15. The Seller shall have the right at any time to verify the Customer or the User placing an Order, in particular whether the Customer or the User fulfil the conditions set out in these GTC or in the manner indicated in 3.4, respectively, as well as call the Customer to perform the actions indicated in 3.4. In the event of a negative verification, the Seller shall have the right to terminate the Account Agreement with immediate effect (which means a deactivation of the Account) or to refuse to process Orders or to withdraw from a Sales Contract. 

3.16. The Customer may submit a complaint regarding the Account Management Agreement by the Seller by sending a motion to the Seller's email address specified in 1.6 above, which should contain the following information: Customer's data, including email address or contact phone number and a short description of the problem. Complaints are considered within 30 days of their submission. The Customer will be informed about the method of their consideration by the Seller.

3.17. The public nature of the Internet and the use of the Account may involve risks associated with the acquisition and modification, by unauthorised persons, of the Customer's data, and the Customer should therefore take appropriate measures to limit the risks, in particular the use of anti-virus software is recommended.

3.18. The Seller reserves the right to temporarily interrupt the functioning of the Webshop Shopping Platform or the Account for technical reasons (including development work, maintenance work, faults, repairs, etc.) for the period of time necessary to resolve the issue constituting the cause of the interruption, for the effects of which the Seller is not responsible.

3.19. The Webshop Shopping Platform may not be used by the Customer to provide unlawful content.

3.20. The service of sending a newsletter consists of sending, at the consent of the Customer or User, to the email address indicated and confirmed by the Customer or User, ordered commercial information in the form of advertising and promotional materials and information about the Goods sold by the Seller. You can cancel the service at any time by clicking on the link to unsubscribe from the newsletter.

4. Orders

4.1. Orders (either via the Webshop Shopping Platform or by email) may only be placed by Customers who have an active Account or Users designated by them.

4.2. The Customer or User may place an Order through an active Account or by email sent directly to the Account Manager or to one of the following email addresses: biuro.solarsystemspl(at)baywa-re.com, sprzedaz.solarsystemspl(at)baywa-re.com, and zamowienia.solarsystemspl(at)baywa-re.com.

4.3. An Order is an offer made by and binding on the Customer, which the Seller may at their discretion accept or reject. Failure to fulfil an Order in its entirety or in part or refusal to accept it for fulfilment in its entirety or in part shall not give rise to any claims by the Customer against the Seller.

4.4. The Seller shall only handle Orders on Workdays from 8 am to 4 pm.

4.5. If the quote request is submitted to the Seller, the Seller shall send to the Customer, by email, a preliminary offer prepared on the basis of this request, which does not constitute an offer within the meaning of the Civil Code. In order to conclude a Sales Contract, the Customer's Order and the Seller's Order Confirmation are also necessary. 

4.6. To place an Order via the Webshop Shopping Platform, it is necessary to:

• select the type of Goods and their quantity; 
• specify the type, place and preferred date of delivery and contact telephone number;
• for the Customer or the User acting on the Customer's behalf to read the final wording of the content of the Order binding on the Customer, displayed on the Webshop Shopping Platform;
• confirm that the Customer has read and accepts the GTC;
• place an Order by clicking the "Order now" button.

4.7. Email messages sent by the Seller confirming the reservation of the Goods and confirming the registration of the Order do not constitute Order Confirmation by the Seller.

4.8. Upon receipt of the Order and prior to sending the Order Confirmation, the Seller reserves the right to request additional information relating to the Order, either by telephone or email.

4.9. As a result of the receipt of the Order (via the Webshop Shopping Platform or by email), if accepted by the Seller, the Seller confirms the acceptance of the Order by sending to the email address of the Customer or the User acting on behalf of the Customer placing the Order, an Order Confirmation indicating the final terms of the Sales Contract: type, quantity and price of the ordered Goods, terms of delivery, approximate delivery date and terms of payment, resulting in the conclusion of the Sales Contract.

4.10. The Seller has the right to reject an Order in the event that it is not possible to carry out the Order, in particular due to an unavailability of the Goods included in the Order, or in the event of an incomplete or incorrect Order.

4.11. The Seller shall not be liable for errors made by the Customer or the User acting on the Customer's behalf when placing the Order, consisting in particular of incorrect specification of the type or quantity of the Goods or incorrect specification of the type, place or preferred time of delivery.

4.12. The information provided on the Webshop Shopping Platform (in particular regarding the prices of Goods) does not constitute an offer within the meaning of Article 66 of the Civil Code, it is only an invitation to make an offer specified in Article 71 of the Civil Code.

5. Price

5.1. The prices stated on the Webshop Shopping Platform are net prices and do not include VAT. 

5.2. The prices of Goods listed on the Webshop Shopping Platform do not include the cost of shipping the Goods. The cost of delivery depends on the type and quantity of Goods ordered, as well as the delivery option chosen by the Customer for the Goods.

5.3. The price of the Goods presented on the Webshop Shopping Platform before adding the Goods to the Cart constitute only an invitation to start negotiations and may differ from the price of the Goods after they are added to the Cart. The price valid at the time when the Order is placed is binding for a the Order. The Seller may grant individual discounts to the Customer as part of Individual Terms and Conditions.

5.4. The total price of the Goods and the costs of delivery, as well as the costs of any additional services ordered by the Customer (e.g., storage), shall be indicated in the Order Confirmation.

5.5. If, after a verification of the Order, it appears that the price should be changed, the Seller will immediately inform the Customer about this change and propose a different price. The provisions of 4.5 shall apply accordingly.

6. Payment

6.1. Unless otherwise specified in the Individual Terms and Conditions, the total price for the Goods shall be paid in advance, i.e., as "prepayment", in accordance with the proforma invoice issued by the Seller.

6.2. All payments shall be made by the Customer to the bank account indicated by the Seller, exclusively in the currency indicated in the Order Confirmation, unless otherwise specified in the Individual Terms and Conditions, within the period indicated by the Seller or, if no payment period is indicated, immediately upon receipt.

6.3. The performance of the Seller's obligations under the Sales Contract and the payments term shall commence upon receipt by the Seller of the total price for the Goods or, if the Individual Terms and Conditions so provide, of an advance payment in the amount specified in the Individual Terms and Conditions (the date on which the amount is credited to the Seller's bank account).

6.4. If the Customer fails to pay the total price for the Goods or the advance payment for the Goods in accordance with the Individual Terms and Conditions, the Seller shall not be obliged to execute the Order or deliver the Goods, and may withdraw from the Sales Contract, after having ineffectively called upon the Customer to pay.

6.5. The Seller shall issue a VAT invoice by the 15th day of the month following the advance payment or delivery of the goods or the performance of the service, and shall send it to the email address specified for the dispatch of invoices when registering the Account. The Customer is responsible for the correctness of the data stated in the Order and forming the basis for the VAT invoice, as well as the email address to which the VAT invoice will be sent.

6.6. As may be decided by the Seller, the Customer may be granted a Trade Credit, which is subject to the verification of the Customer by the Seller.

6.7. The Seller shall be entitled to amend the value of the Trade Credit granted to the Customer and to determine it at any time in accordance with its own assessment or the assessment made by the insurance and finance company insuring the Vendor's commercial transactions.

6.8. Upon expiry of the payment period or exceeding the Trade Credit granted to the Customer, the Seller shall have the right to suspend the release of the Goods to the Customer and the acceptance of new Orders, and all payments by the Customer to the Seller shall become immediately due regardless of the previously agreed payment period. The withholding of deliveries or exercising of other rights provided for in these GTC in the event of the Customer falling into delay shall exclude the possibility of the Customer asserting any claims on the account of non-performance or undue performance of the Sales Contract, in particular claims for damages arising for the Customer as a result of withholding deliveries, bringing to the maturity status of any debts of the Seller to the Customer or exercising by the Seller of other rights referred to above.

6.9. If the Customer fails to make a payment under these GTC by its due date, the Seller shall send the Customer a payment reminder via email, whereby the sending of a payment reminder shall not be a condition for the exercise of the Seller's other rights in respect to late or non-payment by the Customer.

6.10. In justified cases, prior to the expiry of the specified payment period, the Seller shall allow an extension of the payment period. The extension of the payment period requires a documented form and is at the sole discretion of the Seller.

6.11. If the Customer delays payment, the Seller shall charge statutory interest for the delay in commercial transactions in accordance with the Act on Prevention of Excessive Delays in Commercial Transactions for the period from the day following the specified payment due date until the date of payment understood as the day on which the funds are credited to the Seller's bank account.

6.12. The Seller reserves the right to delegate to an external company the collection of the Customer's outstanding obligations to the Seller.

6.13. The Seller shall charge the Customer with the costs of recovery in accordance with the Act on Prevention of Excessive Delays in Commercial Transactions.

6.14. Unless explicitly stated at the time of payment, the Seller shall credit the payment received against the outstanding invoices.

6.15. The Customer shall not be entitled to withhold payment due to claims to the Seller on account of complaints or warranty claims addressed to the direct manufacturer of the goods.

6.16. If the Customer is in arrears with any payment under these GTC, the Seller reserves the right to withhold the Customer's Orders, suspend the use of the Account until the arrears are settled, terminate the Account Agreement with immediate effect (resulting in the deactivation of the Customer's Account), or suspend or revoke or amend the terms of the Trade Credit granted. The Seller's other rights remain unaffected.

6.17. The Seller's rights provided for in this "Payment" section do not limit further rights of the Seller due to non-performance or improper performance of the Sales Contract by the Customer.

7. Delivery 

7.1. If the Goods are to be dispatched to the Customer via a carrier, the date of delivery of the Goods within the meaning of the VAT Act shall be deemed to be the time of the release of the Goods to the carrier. 

7.2. If the Goods are to be collected by the Customer from the Seller's warehouse or partner warehouses, the date of delivery of the Goods within the meaning of the provisions of the VAT Act shall be deemed to be the time of delivery of the Goods to the Customer or to the person authorised to collect the Goods on behalf of the Customer.

7.3. If the Goods are to be left at a location indicated by the Customer, e.g., in the Seller's warehouse, delivery shall take place as soon as the Goods have been left at the Customer's disposal in a manner agreed by the Parties.

7.4. The ownership of the Goods shall pass to the Customer at the time the Goods are handed over to the carrier, at the time the Goods are collected by the Customer from the Seller's warehouse or at the time the Goods are left at the Customer's disposal in a manner agreed by the Parties.

7.5. The Seller shall indicate the planned date of delivery or collection (depending on the form of delivery chosen by the Customer) and the terms of the specific delivery of the Goods (Incoterms rules applied) in the Order Confirmation.

7.6. The delivery or collection date indicated in the Order Confirmation is indicative and not binding on the Seller. The seller shall not be liable for any losses related to a possible delay in delivery.

7.7. The approximate delivery or collection date indicated in the Order Confirmation may change in particular if the Customer fails to pay for the Goods, if the Goods are not available, if the Customer fails to deliver documents and information necessary to properly fulfil the delivery, if the Customer fails to pay all late payments to the Seller, as well as if the Trade Credit granted to the Customer is insufficient to fulfil the Order. In such a case, the Seller shall immediately inform the Customer of the occurrence of the aforementioned circumstances. The liability for damages for the lack of performance or untimely performance of the Sales Contract by the Seller is excluded.

7.8. The Seller shall notify the Customer of the final date for delivery or collection of the Goods by sending information to the email address of the User placing the Order.

7.9. The approximate delivery date indicated in the Order Confirmation, as well as the delivery or collection date specified in accordance with 7.8, may be postponed due to circumstances beyond the Seller's control, in particular caused by disruptions in the supply chain or caused by or resulting from the occurrence of Force Majeure events, including delays resulting from such causes on the part of the carrier or producers of the Goods or the Seller's suppliers, if they affected the Seller's ability to deliver on time. In this case, the Seller shall immediately inform the Customer about the need to postpone the planned delivery date. The liability for damages for the lack of performance or untimely performance of the Sales Contract by the Seller due to Force Majeure or other circumstances is excluded.

7.10. If obstacles beyond the Seller's control within the meaning of 7.9 last longer than 2 months, the Customer is entitled, after setting an additional period of at least 30 days for the delivery of the Goods, to withdraw from the Sales Contract (if the Sales Contract has already been partially fulfilled, then only to the extent of the unfulfilled part), within 7 days from the ineffective expiry of the additional period for the delivery of the Goods. The liability for damages for the lack of performance or untimely performance of the Sales Contract by the Seller is excluded.

7.11. The delivery deadline of the Goods is extended each time accordingly by the period by which the Customer delays the fulfilment of their obligations towards the Seller, regardless of the legal basis. The above provision does not infringe on other rights of the Seller specified in these Regulations and GTC, or in legal regulations.

7.12. The delivery shall be made from the Seller's warehouse or partner warehouses.

7.13. The Goods are delivered via carriers (by courier companies or forwarders) to a location indicated by the Customer when placing the Order. The place of delivery may be the Customer's registered office or other place designated by the Customer, however, the Customer shall designate such a place of delivery that the delivery of the ordered Goods is possible and, at the same time, the Customer is able to collect and inspect the Goods, in accordance with the provisions of these Regulations and GTC. 

7.14. Delivery costs shall be borne by the Customer, unless a separate agreement is made between the Parties to the contrary.

7.15. The customer shall unload the Goods at the place of delivery.

7.16. The Customer shall confirm the delivery of Goods with a signature by an authorised person on relevant documents provided by the carrier. Prior to the receipt of the Goods, the Customer shall check the condition of the Goods in the presence of the carrier and in the case of any damage, record this on the receipt of the Goods or in a separate report and immediately, but no later than within 5 calendar days from the date of the delivery of the Goods, report this fact to the Seller through the complaint form on the Webshop Shopping Platform or by email to reklamacje.solarsystemspl(at)baywa-re.com, attaching photographic documentation and a scan of the damage report drawn up with the carrier during the receipt of the Goods (detailed provisions on the complaint procedure are included in 12 below).  In the event of a failure to check the condition of the Goods upon receipt or failure to report the damage within the aforementioned period or incomplete reporting of the damage (e.g., by failing to provide the required documents) within the aforementioned period, the delivered Goods shall be deemed undamaged and the Customer loses the right to assert any claims for transport damage from the Seller.

7.17. The Parties may agree for the Goods to be collected by the Customer at their expense and risk from the Seller's warehouses, at the time and place indicated in accordance with 7.8 above and the collection document which is the basis for the release of the Goods. The Customer shall observe the deadline indicated in accordance with 7.8 or 7.9 for collecting the Goods from the Seller's warehouses. Upon receipt of the Goods, the Customer shall confirm the completeness and compliance of the received Goods with the Order.

7.18. In the event that: (1) the delivery or provision of the Goods to the place of delivery indicated by the Customer is not possible or (2) the Customer does not take the delivery of the Goods sent to the place indicated in the Order Confirmation or (3) the Customer does not take the delivery of the Goods within the period specified as per 7.8 or 7.9 above from the place indicated in the Order Confirmation or (4)  the delivery or provision of the Goods is not possible for other reasons attributable to the Customer, the Seller shall be entitled, at their discretion, to give the Goods for storage to a third party at the Customer's expense and risk, store the Goods at the Customer's expense and risk in the Seller's warehouse or send the Goods to the Customer's premises at the Customer's expense and risk. In any of the above cases, the Seller may charge the Customer with the resulting costs (e.g., transport and storage costs). In particular, if the Customer fails to collect the Goods within 30 days from the date specified as per 7.8 or 7.9 above, the Seller may charge the Customer additional costs of handling the order in the amount of 10% of the net value of the Order and storage costs in the amount of PLN 100.00 net/day of storage of 1 pallet unit.

7.19. In the cases indicated in 7.18, irrespective of the rights provided for in 7.18 above, the Seller, after an ineffective call from the Customer, has the right to withdraw from the Sales Contract for reasons attributable to the Customer and charge the Customer a withdrawal fee of 10% of the net value of the Order and the costs of return transport to the Seller's warehouse.

7.20. Irrespective of the demand for payment of the amounts specified in 7.18 or 7.19, the Seller may additionally demand payment of appropriate compensation.

7.21. The issuing of a corrective invoice or a debit note by the Seller and sending it to the email address indicated for the dispatch of invoices when registering the Account is tantamount to informing the Customer about the withdrawal from the Sales Contract. In the event of a termination of the Sales Contract, the fulfilment of the conditions for the reduction of the VAT taxable base shall be deemed to have occurred on the date of the termination of the Sales Contract, i.e., when the Seller issues a correction invoice.

7.22. In any case in which the Sales Contract does not come into effect and involves the return to the Customer of any payments previously made by the Customer, the Seller may, before refunding the payments, deduct from such payments any amounts due to the Customer resulting from the GTC. The Parties agree that deductions from the Customer's payments will be made in particular for:

• contractual penalties;
• additional costs and charges;
• unpaid and due invoices;
• interest, or
• compensation.

7.23. In the event of any changes made at the request of the Customer, and with the consent of the Seller, to the Sales Contract, which involve additional costs (e.g., transport or storage costs), the Customer will be charged additional costs.

7.24. In the case of the delivery of the Goods to another EU country, the Customer is obliged to deliver to the Seller, not later than on the 5th workday of the month following the month of receipt of the Goods from the Seller's warehouse or issue of a VAT invoice, whichever comes first, documents confirming the movement of the Goods to the country of destination allowing the application of the "0%" rate of VAT. In particular, a properly completed CMR transport document containing signatures, stamps and dates of receipt of the Goods shall be deemed to be such a document. In the event of failure to provide the documents, within the required time limit, the Seller reserves the right to charge the Customer a contractual penalty equal to the amount of the VAT due, calculated as the product of the net amount multiplied by the basic tax rate applicable in Poland.

7.25. In the case of the delivery of the Goods outside the EU, the Customer is obliged to deliver to the Seller, not later than on the 5th workday of the month following the month of receipt of the Goods from the Seller's warehouse or issue of a VAT invoice, documents confirming the movement of the Goods to the country of destination allowing the application of the "0%" rate of VAT. In particular, a properly drafted IE-599 notification is considered to be such a document. In the event of failure to provide the documents, within the required time limit, the Seller reserves the right to charge the Customer a contractual penalty equal to the amount of the VAT due, calculated as the product of the net amount multiplied by the basic tax rate applicable in Poland.

8. Cancellation of Order and Return of Goods

8.1. The Customer enters into the Sales Contract with BayWa r.e. in the course of its business activity, for which the conclusion of the Sales Contract and the purchase of the Goods is of a professional nature for them, and, therefore, a withdrawal from the Order is only possible in the cases indicated herein.

8.2. In justified cases, at the request of the Customer submitted in writing or by email within a maximum of 14 calendar days from the date of sale indicated on the VAT invoice, the Seller may consent to:

• the Customer abandoning Goods ready for collection (applies to cases of collection of Goods from the Seller's warehouse by the Customer); or
• the return of Goods delivered or collected by the Customer - only if the Goods are unused, undamaged and in their original packaging.

8.3. The Seller shall agree in a documented form to cancel the Order or return the Goods.

8.4. In the event of a cancellation by the Customer of an Order accepted by the Seller or a return of Goods accepted by the Seller, the Customer will be charged additional order handling costs in the net amount of 10% of the value of the Order to which the cancellation relates. The Customer shall bear the costs of returning the Goods to the Seller's warehouse. 

9. General provisions concerning invoice corrections

9.1. If, in connection with these GTC, the Sales Contract is terminated or amended, resulting in the necessity to issue a corrective invoice, the conditions for the reduction of the taxable base for the supply of goods or the provision of services shall be understood to be fulfilled on the basis of:

• the Seller's consent to the cancellation or amendment of the Sales Contract, if such consent is required;
• issuing of a correction invoice or debit note by the Seller and sending it to the Customer's postal address.

10. Customer Responsibilities

10.1. The Customer is obliged to make the purchase with due care, in particular, before sending the Order, to confirm the properties of the ordered Goods, the correctness of the entered data regarding the Goods, their quantity, date and place of delivery. 

10.2. If the Goods are ready for release or shipment, and their shipment or release has not been completed for reasons for which the Customer is responsible, the risk related to the Goods shall be transferred to the Customer upon receipt of the notification that the Goods are ready for release or shipment.

10.3. The Customer shall check, during the receipt of the ordered Goods, with dilligence due from a professional party in trade, whether the Goods are complete and compliant with the Sales Contract and shall immediately but not later than within 5 calendar days of the receipt of the Goods, via the complaint form on the Webshop Shopping Platform or via email sent to reklamacje.solarsystemspl(at)baywa-re.comfile with the Seller a Complaint for the Goods and attach photographic documentation (detailed provisions on the complaint procedure are included in 12 below). This is without prejudice to the obligation to report any damage to shipment in accordance with 7.16. If no Complaint for the Goods is filed within the aforementioned period, the Goods delivered shall be deemed to be complete and in accordance with the Sales Contract.  Goods collected by the Customer from the Seller's warehouse shall be checked by the Customer at the time of collection.

11. Seller's Liability

11.1. The Seller's liability under the warranty for defects of Goods is excluded pursuant to Article 558(1) of the Civil Code.

11.2. The Seller is liable for non-performance or improper performance of the Sales Contract only in the event of deliberate damage and only within the limits of actual losses incurred by the Customer (actual loss). In any case, the Seller's liability under the Sales Contract is limited to the amount corresponding to the net value of a given Order under which the actual loss occurred.

11.3. The Seller shall not be liable for failure by the Customer or downstream user to comply with safety rules required for a given type of activities, neither for the installation or use of the Goods, or for handling them contrary to the rules of technical knowledge in a given field.

11.4. Notwithstanding any other provisions of the Sales Contract, the Seller shall not be liable for any non-performance or undue performance of its obligations caused by or resulting from Force Majeure events, disruptions in the supply chain or Force Majeure events, including delays caused by these reasons on the part of the carrier or the producers of the Goods or the Seller's suppliers if they affected the Seller's ability to deliver on time. In the event of the occurrence of the aforementioned circumstances or circumstances constituting the consequences of their occurrence or impact, including economic, logistical, personnel, legal circumstances, the Seller shall have the right to amend the terms or withdraw from the execution of an Order or Sales Contract, respectively, including in particular to change the date of delivery of the Goods. 

12. Complaints about Goods

12.1. The Customer may make a Complaint about the Goods within 5 calendar days of the receipt of the Goods, in accordance with  7.16 or 10.3 above. A complaint about the Goods submitted after the deadline will be rejected.

12.2. If the Customer fails to provide complete and correct documentation, including photographic documentation and a damage report in the event of damage to the Goods in transit, the Seller may reject the Complaint about the Goods.

12.3.The Seller undertakes to consider the Complaint about the Goods as soon as possible after the Customer has provided complete and correct data and documents required to consider the Complaint about the Goods.

12.4. The manufacturer of the Goods sold by the Seller may provide a guarantee for the Goods. The detailed scope of the guarantee, its duration and the guarantee procedure are defined in the guarantee documents issued by the manufacturer.

12.5. The Seller is not a party to the guaranty procedure. The Customer shall not be entitled to any claims against the Seller under the guarantee. In justified cases, BayWa r.e. can mediate the product guarantee claim process.

13. Confidentiality

13.1. The contents of the Sales Contract, in particular Individual Terms, discounts granted and delivery terms, constitute confidential information and, in the absence of other provisions of the Sales Contract, constitute the Seller's business secret within the meaning of Article 11(4) of the Act of 16 April 1993 on Combating Unfair Competition. The Customer may not share or disclose the content of the Sales Contract, the Individual Terms or its particular provisions to third parties without prior written consent of the Seller, except when it is required by applicable law.

13.2. The Customer is also obliged to keep secret and not to disclose commercial, technological, financial, legal or organisational information, personal data or any other information regarding the Seller that is not generally available to third parties and which was obtained by the Customer during negotiations or cooperation.

13.3. The confidentiality obligations remains applicable regardless of the form of transfer or type of medium of this information and its source.

14.3. The exception is the request submitted by state authorities. In such a case, the Customer is obliged to inform the Seller of this fact.

14.3. Any unlawful disclosure of information constitutes the grounds for legal action by the Seller and for a compensation claim.

14. Miscellaneous

14.1. The Seller and the Customer assume the risk related to a change in the terms and conditions on which the conclusion of the Sales Contract was based, and neither Party shall be entitled to claim any change in the terms and conditions of the Sales Contract or its termination due to a material change in the terms and conditions that were necessary for the execution of the Sales Contract, unless it follows herefrom. The application of Article 357¹ of the Civil Code is excluded.

14.2. The Webshop Shopping Platform is copyright protected. All rights not expressly granted to the Customer under these Regulations or GTC remain reserved for the Seller or entities which grant the Seller a license to use individual works presented in the form of the content of the Webshop Shopping Platform. The Customer may use the works and databases contained on websites of the Webshop Shopping Platform within the scope of fair use defined by the provisions of the Act of 4 February 1994 on Copyright and Related Rights and the Act of 27 July 2001 on Protection of Databases. In particular, except for cases specified in these provisions, the following actions are prohibited, for commercial purposes, without prior written consent of the Seller: reproduction, copying, transfer, distribution or storage of part or all of the content of the Webshop Shopping Platform.

14.3. The Seller is entitled to deduct their receivables, including those that are not due, from the Customer's receivables against the Seller.

14.4. The Seller is entitled to assign the receivables due from the Customer at its own discretion and without consent of the Customer.

14.5. The Customer may not make any deductions or assignments of its receivables from the Seller without the express written consent of the Seller.

14.6. The Regulations, GTC and all Sales Contracts concluded on their basis are subject to Polish law, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.

14.7. Any and all disputes related to the Regulations, GTC and Sales Contracts shall be settled by the court competent for the registered office of the Seller.

14.8. Non-compliance with the law, invalidity or unenforceability of any of the provisions contained in the Regulations or GTC does not affect the legality, validity and enforceability of its other provisions. An ineffective, invalid or unenforceable provision is replaced with a valid provision which, in terms of its economic purpose, shall be closest to the invalid provision. 

14.9. The Seller may change or supplement these Regulations and GTC at any time. The changes come into force and apply to Sales Contracts concluded after the date when the amended content of the Regulations and GTC is made available on the Seller's Webshop Shopping Platform, together with the date of change. The previous version of the Regulations and GTC will be made available for an appropriate period. Changes to the provisions of the Regulations and GTC do not affect the content of Sales Contracts concluded on the basis of the Regulations and GTC in the previous wording. 

These Regulations and GTC are valid from 11.05.2023 r.