Regulations for the Provision of Services BayWa r.e. Solar Systems sp. z o.o.
Last updated: March 2021
1. General provisions
1.1. This document constitutes the regulations referred to in Article 8 of the Act of 18 July 2002 on Providing Services by Electronic Means and regulates the rules of using the purchasing platform available at: solar-distribution.baywa-re.pl/pl (hereinafter referred to as the "Regulations").
1.2. This document also specifies the general conditions that are part of each sales contract concluded with BayWa r.e Solar Systems sp. z o.o. with its registered office in Zabierzów, ul. Krakowska 390, 32-080 Zabierzów, entered into the Register of Entrepreneurs kept by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register under KRS number 0000871718, Tax Identification Number (NIP): 5130268790, National Business Registry Number (REGON): 387608799, Waste Database Number (BDO): 000120189, having the status of a large entrepreneur within the meaning of the provisions of the Act of 8 March 2013 on payment terms in commercial transactions (hereinafter referred to as the "Seller" or "BayWa r.e."), for the Customer who is and acts as an entrepreneur (hereinafter referred to as the "General Terms and Conditions of Delivery and Payment" or abbreviated to "GTC").
1.3. Due to the highly specialised nature of goods sold by BayWa r.e., 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 the Goods.
1.4. BayWa r.e. sells its Goods only to entrepreneurs. The purchase of Goods from BayWa r.e., including through the BayWa r.e. purchasing platform, is possible only by entrepreneurs in case of whom the purchase of Goods from BayWa r.e. is directly related to their business activity, and these transactions are of a professional nature. 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 purchasing platform or transactions concluded in a different, individually agreed manner, including an Order placed by email, are directly related to their business activities and are of a professional nature.
1.5. GTC apply to each Contract performed by the Seller, unless the Parties expressly agreed other individual terms of the contract in writing or by email. The use of any contract templates of the Buyer is excluded.
1.6. Direct contact with the Seller is possible by email and by phone:
1.7. BayWa r.e. Solar Systems sp. z o.o. with its registered office in Zabierzów
ul. Krakowska 390, 32-080 Zabierzów
Phone: +48 888 332 750
Processing of orders: zamowienia.solarsystemspl(at)baywa-re.com
Sales and technical advice: sprzedaz.solarsystemspl(at)baywa-re.com
1.8. Services provided electronically on the basis of these Regulations consist in enabling Customers to place Orders on the purchasing platform by means of an individually created Account.
1.10. These Regulations and GTC may be freely reproduced, copied and printed from the website of the purchasing platform.
2.1. Order form – an electronic form available on the purchasing platform, by means of which an Order may be placed, in particular by adding Goods to the Cart and specifying the terms of the Contract, including, for example, the method of payment and terms of delivery.
2.2. Individual Conditions – terms of the Contract individually agreed with the Customer, which specify in particular the method and time of delivery or terms of payment, including the Trade Credit.
2.3. Customer – an entrepreneur (a natural person, a legal person or an organisational unit that is not a legal person, which is granted legal capacity on the basis of
a separate law and performs business activity on its own behalf) which concludes
a Contract with BayWa r.e. as part of its business activity, under which the concluded sales contract and the purchase of Goods are of a professional nature.
2.4. Account – an individual account on the purchasing platform to which the Customer's data is assigned, entered during the Account registration in accordance with the Regulations.
2.5. Cart – an element of the purchasing platform software, in which the Goods selected for purchase by the Customer are visible, in which it is also possible to determine and modify the Order data, in particular the quantity of Goods.
2.6. Trade Credit – the amount of liabilities, determined individually by the Seller for
a given Customer, for the purchase of Goods, for which the Customer may pay after the delivery of Goods, within the payment date indicated in the invoice, individually specified by the Seller for a given Customer.
2.7. Account Manager – a person responsible, on the part of the Seller, for contacting the Customer. The Account Manager may establish individual terms and conditions of the Contract with the Customer, and may decide to grant a Trade Credit. The Account Manager's data is available after logging into the Account.
2.8. 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.
2.9. Purchasing platform (WebShop) – the purchasing platform run by BayWa r.e. available at solar-distribution.baywa-re.pl/
A full access to the purchasing platform is possible only after prior registration by the Entrepreneur and creating an Account.
2.10. Goods – goods offered by the Seller, which are the subject of the Contract.
2.11. Contract – a sales contract within the meaning of the Civil Code; the content of the Contract consists of the Order, Order Confirmation, Regulations, GTC and any other terms and conditions of the Contract applicable to a given Customer, if any, agreed individually with a given Customer.
2.12. User – a natural person who registers the Customer on the purchasing platform, authorised to act on behalf of the Customer, including to place Orders.
2.13. Order – the Customer's declaration of will submitted via the purchasing platform or in an email, aimed directly at the conclusion of a Contract, constituting an offer to conclude a Contract within the meaning of the Civil Code.
3. Usage of the purchasing platform (Webshop)
3.1. Services provided electronically on the basis of these Regulations consist in enabling Customers to make purchases on the purchasing platform by means of an Account. These services are provided 24 hours a day, 7 days a week. These services are free of charge for Customers. The Seller processes Orders only on working days.
3.2. In order to use the Account, the User has to register and provide the following data:
a. first name, surname and company or name of the Customer,
b. valid Tax Identification Number (NIP),
c. address of the Customer's registered office,
d. email address for sending documents and invoices; by accepting these GTC, the Customer agrees to receive VAT invoices electronically,
e. first name and surname as well as contact details of a person authorised by the Customer to place Orders and responsible for maintaining contact with the Seller,
f. 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),
g. Account password; the Customer is obliged to keep the login and password confidential; the password is unknown to the Seller.
3.3. The Customer's Account is activated after the Seller has positively verified the Customer. Only when the Account is activated, it is possible to place Orders via the purchasing platform. Before activating the Account, the Seller may contact the Customer in order to verify the provided data or obtain additional information.
3.4. A message confirming the correct registration and activation of the Account will be sent to the Customer's email address provided in the registration form. Upon confirmation of the Account activation, an Account maintenance agreement is concluded.
3.5. The Customer may have only one Account on the purchasing 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 and provide other people with access to the Customer Account, including the login and password to the Account. Before changing the data in the Account, the Customer should inform the Seller about this fact and send information about the changed data to the email address of the Account Manager or the general email address.
3.6. The Customer 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.
3.7. 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 deactivation of the Account, however, it does not affect the performance of already concluded Contracts.
3.8. The Customer may submit a complaint regarding the services provided electronically by the Seller by sending a request which contains the Customer's data, including email address or contact phone number and a short description of the problem to the email address of the Seller, indicated in point 1.6 above. Complaints are considered within 30 days of their submission, in accordance with applicable regulations. The Customer will be informed about the method of their consideration by the Seller.
3.9. The Customer can place an Order via the purchasing platform after logging in to the activated Account.
4.1. The Customer may place Orders via an activated Account or via email sent to the Seller's email address.
4.2. 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 the Contract, the Customer's Order and the Seller's Order Confirmation are also necessary
4.3. The Seller has the right to verify the Customer who places the Order, in particular whether they meet the conditions set out in these GTC.
4.4. To conclude the Goods Contract via the purchasing platform, it is necessary to:
4.4.1. select the type of Goods and their quantity;
4.4.2. select the place and preferred date of delivery of Goods, as well as the date of payment (in the case of a Customer who has been granted a Trade Credit);
4.4.3. the Customer has to read the final content of the binding Order, displayed on the website of the purchasing platform, marked as the "Order Summary", in particular to verify the correctness of the selected type and quantity of Goods, the preferred date and place of delivery of Goods as well as to indicate the persons authorised to collect it, and the method and date of payment;
4.4.4. place an Order by clicking the "Order now" button.
4.5. After placing an Order via the purchasing platform, the Customer receives an automatic email confirming the acceptance of an Order to the address provided by the Customer during the Account registration. The confirmation of acceptance of the Order does not constitute acceptance of the Customer's Order by the Seller, but it is information about the content of the Order sent by the Customer and contains the Order number assigned in the Webshop as well as its conditions (planned date and place of delivery, price and quantity of Goods).
4.6. The Seller verifies the Order each time, in particular in relation to the availability of Goods. If it is possible to complete the Order, the Seller confirms the performance of the Order by email. The Contract is concluded and becomes binding between the Seller and the Customer upon delivery of the Order Confirmation to the Customer's email server (email message entitled "Order confirmation"). The date of delivery of an email entitled "Order Confirmation" is the day on which this email was sent to the email server servicing the email address provided by the Customer in the Order.
4.7. If the Seller cannot fulfil the Order, the Seller shall inform the Customer about the cancellation of the Order.
4.8. The Seller is not responsible for errors made by the Customer when placing the Order.
4.9. The information provided on the purchasing 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 tender specified in Article 71 of the Civil Code.
5. Price and payment
5.1. Prices on the purchasing platform are given in Polish zlotys (PLN) and are net prices (i.e. without VAT), to which VAT should be added.
5.2. The prices of Goods listed on the purchasing platform do not include the cost of shipment of Goods. The total cost of delivery of Goods (including the price of Goods and the shipment cost) is visible in the Order Summary and in the email confirming the acceptance of the Order.
5.3. The price of Goods presented on the purchasing 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 given Order. The Seller may grant individual discounts to some Customers, on the basis of conditions individually agreed with the Account Manager.
5.4. If, after verification of the Order, it turns out that the price should be changed, the Seller will immediately inform the Customer about this change and propose a different price. The provisions of point 4.2 shall apply accordingly.
5.5. If nothing else results from the Individual Terms, the Price for the Goods is paid in advance, i.e. as "prepayment". After concluding the Contract, the Seller issues and delivers a pro-forma invoice with the payment date to the Customer. In the absence of the payment date indicated in the invoice, the pro-forma invoice should be paid immediately after its receipt. If the Buyer fails to pay the price for Goods in accordance with the received pro-forma invoice, the Seller is not obliged to deliver the Goods and may withdraw from the Contract after an unsuccessful call for payment sent to the Buyer. After the payment for Goods is received and the Goods are shipped, the Seller issues a final VAT invoice.
5.6. If, on the basis of individual decisions of the Seller, the Customer has been granted a Trade Credit, the Customer shall pay the Price by transfer to the Seller's bank account indicated in the VAT invoice, within the time individually agreed and indicated in the VAT invoice. The Seller issues a VAT invoice when the Goods are shipped from the warehouse and delivers it to the Customer by sending it to the email address assigned to the Account or to the email address from which the Order was sent. The possibility of using the Trade Credit depends on the individual verification of the Customer by the Seller.
5.7. The Seller reserves the right to ownership of the Goods until the full price for the Goods covered by the given Order and other liabilities related to the Order are paid. The Goods that remain the property of the Seller should be clearly marked by the Customer as the property of the Seller, and the comment on the Seller's property rights should be reflected in the Customer's account books.
5.8. The Seller's rights provided for in this section "Price and payment" do not limit further rights of the Seller due to non-performance or improper performance of the Contract by the Customer.
6.1. The delivery is carried out within deadlines indicated in the Order Confirmation.
6.2. Delivery times are indicative.
6.3. The date of delivery is indicated in the Order Confirmation. It may, however, change due to the date when the payment of the price for the ordered Goods is credited to the Seller's account, changes in the availability of the Goods or the lack of all documents and information necessary for the proper performance of the delivery and settlement by the Customer of any possible payment arrears to the Seller, as well as in the event when on the basis of individual decisions of the Seller, the Trade Credit granted to the Customer does not allow for the performance of the Order within the granted limit.
6.4. The delivery deadlines of the Goods are extended accordingly by the period by which the Customer is delayed in fulfilling its obligations towards the Seller, regardless of their legal basis. The above provision does not infringe other rights of the Seller specified in these Regulations and GTC (in particular in point 5.5 above), as well as specified in legal provisions.
6.5. If Goods with different delivery dates are ordered, the furthest date is the delivery date.
6.6. The Seller has the right to make partial deliveries.
6.7. The delivery is made from the Seller's warehouse or partner warehouses.
6.8. Goods are delivered via carriers (by courier or shipping companies), on the territory of Poland, to the place indicated by the Customer when placing the Order. The place of delivery may be the registered office of the Customer or another place designated by him, however, the Customer should be able to pick up the Goods and check them in accordance with provisions of these Regulations and GTC.
6.9. The cost of transport depends on the quantity of ordered Goods and the place of delivery of Goods in Poland as well as additional transport options selected by the Customer. The final cost of transport of Goods is shown in the "Order Summary". The cost of delivery of Goods includes the cost of packaging, transport, loading and insurance of the Goods until the Goods are handed over to the Customer at the place of delivery.
6.10. The delivery date may be postponed due to circumstances beyond the control of the Seller, in particular caused or resulting from force majeure (as defined in point 8.3. of the Regulations), including delays resulting from these reasons on the part of the carrier or manufacturers of Goods or the Seller's suppliers, if they affected the Seller's ability to deliver them on time. In this case, the Seller shall immediately inform the Customer about the need to postpone the planned delivery date. Liability for damages for the lack of performance or untimely performance of the Contract by the Seller due to force majeure is excluded.
6.11. If obstacles independent of the Seller within the meaning of point 6.11 last longer than 2 months, the Customer has the right, after prior designation of an additional date for the delivery of Goods, to withdraw from the Contract in the scope of the unperformed part. Liability for damages for the lack of performance or untimely performance of the Contract by the Seller is excluded.
6.12. The Customer confirms the delivery of Goods with the signature of an authorised person on relevant documents provided by the carrier. Before confirming the receipt, the Customer is obliged to check the condition of the shipment in the presence of the courier or carrier and, in the event of damage, note it on the receipt of Goods or in a separate report, and immediately, but not later than within 7 days from the date of delivery of Goods, report this fact to the carrier and the Seller by email to the address [email protected]
6.13. If the Customer has not picked up the Goods sent to the place indicated in the Order Confirmation, the Seller or the carrier is entitled, at their choice, to transfer the Goods for storage to a third party at the Customer's expense and risk, send the Goods to the Customer's premises at its expense and risk, or waive from the date of delivery of the Goods specified in the Contract. In each of the above cases, the Seller or the carrier may charge the Customer with resulting costs and may demand appropriate compensation.
6.14. The parties may agree that Goods are collected by the Customer in person at its expense and risk from the Seller's warehouse, within the time specified in the Order Confirmation and the Acceptance Document, which should be presented upon receipt. The collection of Goods in person shall take place in the designated warehouse area from 6:00 to 12:00 and 16:00 to 19:00.
6.15. If the Customer delays the receipt of Goods, the Seller may, at its discretion, withdraw from the Contract. Failure to collect the Goods within the designated period shall result in charging the Customer with additional costs of warehouse service for the Order.
6.16. Upon the expiry of the date of receipt of Goods, benefits and burdens related to the Goods and the risk of accidental loss or damage to the Goods are transferred to the Customer. Upon receipt of the Goods, the Customer confirms the completeness and compliance of the received Goods with the Order.
7. Customer Responsibilities
7.1. The Customer is obliged to make the purchase with due care, in particular, before sending the Order, to confirm the properties of ordered Goods, the correctness of entered data regarding Goods, their quantity, date and place of delivery.
7.2. If Goods are ready for release or shipment, and their shipment or release has not been completed for reasons for which the Customer is responsible, then 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.
7.3. On the day of delivery of ordered Goods, the Customer is obliged to check the completeness and compliance of received Goods with the Order, with due care required from a professional market participant, and immediately, but not later than within 7 days from the date of delivery of the Goods, report any irregularities to the Seller by email. This is without prejudice to the obligation to report any damage to shipment in accordance with point 6.12. In the event of failure to report irregularities in the above-mentioned time limits, it is considered that delivered Goods were complete and in accordance with the Order.
7.4. The content of the Contract, in particular the price of Goods, individual payment terms, discounts granted and delivery terms, constitute confidential information and, in the absence of other provisions of the 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 Contract or its individual conditions to third parties without prior written consent of the Seller, except when it is required by applicable law.
8. Seller's Liability
8.1. The Seller's liability under the warranty for defects of Goods is excluded pursuant to Article 558 § 1 of the Civil Code.
8.2. The Seller is liable for non-performance or improper performance of the Contract only in the event of deliberate damage and only within the limits of actual losses incurred by the Customer. In any case, the Seller's liability under the Contract is limited to the amount corresponding to the net value of a given Order.
8.3. 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, as well as for the installation or use of the Goods, or for handling them contrary to the rules of technical knowledge in a given field.
8.4. Regardless of other provisions of the Contract, the Seller shall not be liable for non-performance or improper performance of its obligations as a result of force majeure. Force majeure is understood as a sudden, external, unpredictable event, independent of the will of the parties to the Contract. In particular, the following events are considered force majeure: floods, earthquakes, strikes, wars, terrorist attacks, epidemics, pandemics, delays on the side of suppliers, as well as local phenomena: fire, road disaster, etc. In the event of force majeure or the circumstances constituting the effects of its occurrence or action, including economic, logistic, personnel and legal effects, the Seller has the right to change the terms and conditions or withdraw from the performance of a given Order or Contract, in particular to change the date of delivery of the Goods.
8.5. The manufacturer of Goods sold by the Seller may provide a guarantee for the Goods. Information on the validity of the guarantee for individual Goods is provided on the Seller's website, from where it is also possible download the guarantee card, specifying the guarantor, the duration and conditions of the guarantee.
9. Confidentiality clause
9.1. The Contractor is obliged to keep secret and not to disclose commercial, technological, financial, legal or organisational information, personal data or any other information regarding BayWa r.e. that is not generally available to third parties and which was obtained by the Contractor during negotiations or cooperation.
9.2. This provision is applicable regardless of the form of transfer or type of medium of this information and its source.
9.3. The exception is the request submitted by state authorities. In this case, the Contractor is obliged to inform BayWa r.e. of this fact.
9.4. Unlawful disclosure of information constitutes the grounds for legal action by BayWa r.e. and for a compensation claim.
10. Final Provisions
10.1. The purchasing platform is protected by copyright. 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 purchasing platform. The customer may use the works and databases contained on websites of the purchasing 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 purchasing platform.
10.2. The Seller is entitled to set off its receivables, including those that are not due, with the Customer's receivables against the Seller.
10.3. The Seller is entitled to assign the receivables due from the Customer at its own discretion and without consent of the Customer.
10.4. The Customer may not make any deductions or assignments of its receivables from the Seller without the express written consent of the Seller.
10.5. The Regulations, GTC and all 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.
10.6. Any disputes related to Contracts shall be settled by the court competent for the registered office of the Seller.
10.7. During the term of the Account maintenance agreement, the Customer is obliged to inform the Seller immediately about any change in its postal address or email address, otherwise deliveries shall be performed to the previously indicated address, as well as to inform about changes in the authorisation to use the purchasing platform of BayWa r.e. by designated users, in particular when the user ceases to represent the interests of the Customer.
10.8. 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.
10.9. The Seller may change or supplement these Regulations and GTC at any time. Changes come into force and apply to Contracts concluded after the date when the amended content of the Regulations and GTC is made available on the Seller's purchasing platform, together with the date of change. The previous version of the Regulations will be made available for an appropriate period. Changes to provisions of the Regulations and GTC do not affect the content of Contracts concluded on the basis of the Regulations and GTC in the previous wording.
10.10. These Regulations and GTC are valid from 6 April 2021.