B2B PLATFORM REGULATIONS

General terms and conditions of electronic trade (B2B)  

§ 1 Scope of Regulations

1. The Regulations provide the general terms, conditions and methods of sales by Moodo Urban Fashion Mode Spółka z ograniczoną odpowiedzialnością spółka komandytowa (a limited liability company limited partnership) seated in Gdańsk, ul. Kartuska 418 B, 80-125 Gdańsk, registered in the register of entrepreneurs of National Court Register kept by Local Court Gdańsk – North in Gdańsk, 7th Business Department of National Court Register, entry no. KRS 00000422634, REGON (business statistical number): 221168240, NIP (tax identification number): 5851458859 (hereinafter referred to as MOODO), through B2B Platform for clients who are entrepreneurs, as defined in civil code. An entrepreneur is a physical person, a legal person or an organizational unit without legal personality, with legal ability, that performs legal acts as part of its business or professional activity.

2. The general terms and conditions specified in the Regulations shall be applied to all the present and future orders made through internet site www.moodo-b2b.pl and made with the participation of MOODO in electronic trade.

3. The terms and conditions of sales exercised by suppliers and clients of MOODO whose stipulations vary from the general terms and conditions of sales specified in the Regulations, are contrary, or auxiliary to them, in any aspect, even when such terms and conditions may have no significance in relation to the contract concluded between the purchaser and MOODO, they do not become part of the contract, even if made available, except situations when such conditions are clearly accepted by MOODO in writing.

4. Information published on the website does not constitute a commercial offer, as defined in art. 66 of act dated 23rd April 1964 Civil Code (Journal of Laws 2018, item. 1025, as amended) and is not binding. In case of goods available for a limited period of time, it becomes invalid for MOODO upon expiry.

5. MOODO reserves the right to introduce technical modifications to its website.

§ 2 Definitions

For the needs of the regulations the following definitions are established:

1) Seller – Moodo Urban Fashion Mode Spółka z ograniczoną odpowiedzialnością spółka komandytowa (a limited liability company limited partnership) seated in Gdańsk, ul. Kartuska 418 B, 80-125 Gdańsk, registered in the register of entrepreneurs of National Court Register kept by Local Court Gdańsk – North in Gdańsk, 7th Business Department of National Court Register, entry no. KRS 00000422634, REGON (business statistical number): 221168240, NIP (tax identification number): 5851458859

2) Client – a physical person, a legal person or an organizational unit without legal personality, with statutory legal ability, running business or professional activity in its own name, interested in purchase of goods included in the Seller’s offer or buying goods from the Seller’s offer

3) Goods –  products presented by the Seller on the website, included in MOODO offer.

4) Contract of sales – a contract of sales concluded electronically between the Client and the Seller, subject to terms and conditions specified in the Regulations.

5) Delivery – the actual act of delivery by the Seller to the Buyer of goods specified in the order, using the method specified in the order.

6) Working days – Monday to Friday, excluding public holidays.

7) Regulations – this document that includes the general terms and conditions of trade.  

§ 3 Procedures of making and processing orders

1. Orders may be made solely by entities running business activity, ready to conclude a contract in one of the following ways.

2. Orders may be made in the following ways:

a) through a system of electronic forming an integral part of B2B MOODO platform;

b) electronically, by e-mail to the following address: zamowienia@moodo.pl

3. Before making and order using the electronic ordering system the Client is required to register on B2B platform. During the registration process the Client receives login and password enabling access to B2B platform. The Client has the right to review its account, especially regarding personal data, to correct the data and request that it is no longer processed. The Seller may refuse to assign login and password, and in consequence prevent a subject from buying through B2B platform, without justification.

4. Regardless of the method of making orders the Client is obliged to specify the MOODO goods label, the requested color and size, as well as accept the conditions of sales.

5. When making an order through the electronic ordering system the Client must complete the form by specifying the goods and the quantity, adding to basket, and then providing the address for shipping.

6. An order form must be filled in properly to make it possible for the order to be processed. The Client is obliged to provide all the information requested in the order form.

7. Having completed all the information in the form and specified the shipping address, the Client may preview the order. By selecting “ORDER NOW UNDER PAYMENT OBLIGATION” the order is sent to the Seller, which means that the order has been placed by the Client. Corrections may be made to the order until it has been confirmed by the Seller. Once the order has been confirmed by the Seller the Client may not cancel the order, except in circumstances specified in section 18.

8. Orders may be made from Monday to Friday 07.45 a.m. - 02.00 p.m. Orders made after 2.00 p.m. or on holidays, will be treated as if they were made on the next working day, accounting for § 2 ust.6 of the regulations.

9. In case of doubts as to the character and type of goods the Client may contact an authorized employee of the Seller via e-mail, by sending a message to e-mail address presented on the website.

10. By placing an order the Client accepts the Regulations. The Client also confirms that he/she has read and is obliged to observe the Regulations. In a Client fails to observe the Regulations the Seller may cancel the order without any legal or financial consequences, with the reservation of section 13 of this paragraph.

11. The Seller shall not be held liable for errors in the contents of orders. Before processing an order the Seller has the right to verify the order using any and all accessible methods. The Seller may contact the Client by telephone in order to confirm the correctness and accuracy of the data provided in the form.

12.The Seller reserves the right to withdraw from processing an order in the following circumstances:

a) if an order is made inadequately, in particular in case of errors in personal data, addresses or specification of the goods, terms of delivery necessary for shipping the parcel;

b) if false data is provided on purpose -  personal data, addresses or specification of the goods, terms of delivery necessary for shipping the parcel;

c) if the Client fails to pay an advance payment, whenever such an advance payment has been agreed upon between the Seller and the Client.

13. In cases specified in sections 10 and 12, when an order is made on the basis of a pro-forma invoice, the seller may withdraw from processing an order only after prior reimbursement of the payment to the Client, deducting any loss, including the costs of verification procedure.

14. If the Seller has established the minimum number of goods that may be ordered by a Client, the Client accepts and confirms that if the Client has made an order for such goods in fewer quantity than the established minimum, the Seller may modify the order increasing the number of goods to the established minimum, informing the client without delay of the modification.

15. The time for processing orders on the territory of Poland is 5 working days. The period includes: processing of the order by the Seller (confirmation of order, assembling, payment methods, issue of the sales document, packing and shipping) and the actual time of delivery, depending on the delivery method selected by the Client. The Seller reserves the right to prolong the time for processing an order in case of orders for goods that are currently out of stock, special products, products outside the regular MOODO offer, or if a large portion of goods is out of stock, or due to reasons beyond the control of the Seller. In such circumstances the Client shall be informed about the planned date of processing the delivery. In case of deliveries outside the territory of Poland, the Seller will inform the Client about the time of delivery by e-mail.

16. If processing of an order is not possible due to reasons beyond the Seller’s control, the Seller will inform the Client about it without delay. In such a case the Client may:

a) divide the order into parts and select the times of delivery suitable for the Client and possible for realization by the Seller, as a result the delivery will be made in separate parcels and on dates agreed separately;

b) cancel the order in the part in which processing is not possible. As a result the Seller shall be freed from the obligation to process the order in the scope in which processing is not possible;

c) cancel the entire order, as a result the Seller shall be freed from the obligation to process the order and obliged to reimburse the amount that has already been paid by the Client.

17. In case of absence of ordered goods or inability to process the order for other reasons, the Client may withdraw from the contract within 30 days of its conclusion.  

§ 4 Delivery

1. Goods will be delivered in accordance with the contents of the order. The costs of shipping are borne by the Client. If the value of an order exceeds 1.000 PLN net, the costs of shipping in the territory of Poland shall be borne by the Seller.

2. The Client should verify the delivered parcel at the time and using methods accepted for parcels of this type, in the presence of the deliverer.

3. If the Client finds that elements are missing or finds defects of the parcel he/she is obliged to elaborate, in the presence of the deliverer, a report on defects and missing elements. The Client is also obliged to file a complaint using the same method as used when placing the order.

4. The Client is obliged to accept each lot of goods, as to their quantity and quality, in case of finding missing elements or defects, make a report and file a complaint at the delivery. Concealed qualitative defects may be reported on the next working day after finding the defect but not later than within 2 days of finding the defect. Inadequate quantity may be reported no later than within 2 days of the date of delivery.

5. Reporting defects does not waive the Client from the obligation to file a complaint in accordance with § 6 of the Regulations.

6. Goods may also be collected from the Seller’s seat on working days between 07.45 and 15.45. If the client does not mark this option in the order, he/she is obliged to arrange the date of receipt by telephone or by e-mail.

7. If the Client decides to collect the goods the risk associated with the goods is transferred to the Client at the time of transfer of goods to the deliverer. If the Client is delayed in receipt of the goods the consequences are as in point  1, sentence 2 of this paragraph.  

§ 5 Prices and Terms of Payment

1. Prices presented on the Seller’s website for business clients on the territory of Poland are given in Polish zloty (PLN), for clients from outside of Poland prices are individually agreed as to terms and currencies.  The prices are in net amounts (excluding value added tax) and gross amounts (including value added tax). The costs exclude transport, the Client shall be informed about such costs upon placing the order. The prices do not account for duty for deliveries outside Poland.

2. The prices are valid for products that are in stock and in continuous sales offer. In case of goods to be delivered to individual orders the prices may be subject to change.

3. The Seller reserves the right to change the prices, informing the Client, without delay. If the Client does not accept the new price the order for the particular goods will not be processed. In such circumstances the contract will be annulled.

4. Upon realization of an order the Seller issues an invoice and sends it to the Client electronically, to which the Client agrees.

5. Apart from situations when an advance payment has been agreed on the basis of a pro-forma invoice, the Client pays to the deliverer upon receipt of the goods (“cash on delivery”) or after receipt of the invoice in the time assigned on the invoice, via wire transfer to Seller’s bank account. The Seller decides on the method of payment at the time of registration.

6. In case of a delay in payment or if the payment has been postponed the Seller may demand statutory interest for the delay, without prejudice to the right to claim further compensation for the delay.

7. If the Seller sends the Client a formal remainder the Seller is authorized to claim from the Client reimbursement of the costs – amounting to 50,00 PLN for each remainder.

8. The Client is not authorized to deduct any amounts from the payment, unless there is an unquestioned and legally confirmed claim.  

§ 6 Procedure of Making Complaints

1. The Client is authorized to make a complaint about the goods within one year of the date of delivery, exercising the right to warranty, subject to the condition that the Client has informed the Seller about the defect within 2 days of finding such a defect.

2. The Seller, within 14 (fourteen) days shall reply to the complaint and inform the Client about further procedures.

3. In order to enable handling the complaint the Client must present the defected goods to the Seller, together with the receipt and specification of reasons for the complaint. The goods subject to the complaint must be sent to the Seller’s seat. The costs of sending are paid by the Client.

4. If the complaint is admitted, the Seller will repair, or replace the product subject to complaint, with a full-value product; should such replacement be impossible the Seller will reimburse the price for the product within 14 (fourteen) days of the date the complaint was admitted.

5. Goods sold by the Seller may be covered with guarantee granted by the producer or distributor.

6. In case of goods covered with guarantee granted by the producer or distributor, the Client may file a complaint about defected products:

a) Exercising the rights of the guarantee – the client is obliged to make the complaint directly to the guarantor, the Seller being only an intermediary. The Client may decide whether to file the complaint directly to the guarantor or through the Seller;

b) Exercising the rights granted by the Seller, resulting from warrantee.  

§ 7 Protection of Personal Data

1. The administrator of personal data processed in relation to using B2B platform, both during placing orders and filing complaints is Moodo Urban Fashion Mode Spółka z ograniczoną odpowiedzialnością spółka komandytowa (a limited liability company limited partnership) seated in Gdańsk, ul. Kartuska 418 B, 80-125 Gdańsk, registered in the register of entrepreneurs of National Court Register kept by Local Court Gdańsk – North in Gdańsk, 7th Business Department of National Court Register, entry no. KRS 00000422634, REGON (business statistical number): 221168240, NIP (tax identification number): 5851458859.

2. The administrator has appointed Inspector for Protection of Personal Data, who may be contacted in all matters related to processing of personal data by sending an e-mail to: iod@moodo.pl.

3. Personal data are provided during registration in B2B platform. The data provided at this time include: name and surname, user’s address, e-mail address, telephone number, town/city, postal code, street, house number, tax identification number (NIP).

4. Personal data shall be processed exclusively during, and for the purposes related to the sales and shipping the purchased products, as well as during guarantee and warrantee procedures.

5. It is necessary to provide the required data in order to take the above actions.

6. In order to process an order or handle a complaint it is not required that the Client gives consent to processing of data for marketing purposes.

7. MOODO may, upon obtaining a separate, clearly expressed consent, process personal data for purposes of direct marketing of its own products and services and sending out commercial offers through electronic channels – to e-mail or telephone number provided by the Client.

8. MOODO ensures that each consent is voluntary and may be cancelled at any time by writing to email address: iod@moodo.pl.

9. Personal data of clients will be stored for periods in accordance with valid legal regulations, in order to the fulfill legal responsibility of the Seller as administrator of personal data, in relation to sales of products and handling complaints. In realization of legally justified tasks of personal data administrator, including direct marketing, until cancelling of the consent by the Client.

10. The Client has the right to view his/her personal data, correct, delete, limit consent for processing, transfer data, object, as well as withdraw the consent at any time.

11. The Client may make a complaint to the supervisory body should the client find that processing of personal data infringes regulations on personal data protection.

12. Personal data provided to MOODO shall not be made available, sold or presented to third parties, except in the following circumstances:

a) express consent of the person whose data is processed;

b) presentation of data to bodies authorized on the basis of legal regulations.

13. In certain situations MOODO may have the right to reveal personal data of clients, whenever it is necessary for purposes of sales and handling complaints. MOODO will reveal data only to the following three groups: persons authorized by MOODO, i.e. employees and co-workers, who need access to the data in order to perform their duties, processing entities, who realize tasks at the request of MOODO, other recipients of data such as courier company engaged in shipping goods, banks, company handling online payments.  

§ 8 Liability

1. The Client is aware that, due to modification, modernization, development or maintenance of the system or software, as well as in cases of force majeure or acts by unauthorized use, breaks or disturbances may occur in operation of the Seller’s website, and therefore, in rendering services electronically, for which  the Seller shall not be rendered liable.

2. The Seller shall not be held liable for failure, or inadequate rendering of electronic services, if they have been caused by third parties.

3. The seller shall not be held liable for inability to use, or difficulties in use of the Seller’s website by the Client, and possible related loss of data by the Client. The Seller shall not be held responsible for damage caused by clients’ acts or omissions, especially using the site contrary to the law, or to the Regulations.

4. The Seller’s liability is limited to situations when purposeful harm is done, within the limits of the actual loss caused to the Client.  

§ 9 Termination of contract

Each party may terminate the contract at any time and without justification, with the reservation of the rights already acquired by the other party before such termination, which relates especially to orders that had been placed before termination, such orders shall be processed regularly. Termination of the contract does not free the Client from the obligation to fulfill its obligations to the Seller.  

§ 10 General provisions

1. Copyrights or intellectual property rights to names of products offered by the Seller, patterns, forms, pictures, constitute exclusive property of MOODO. Exercising these rights may take place only in an agreed way and in accordance to the Regulations.

2. Making orders via e-mail or by regular post shall be considered effective also when such orders have not been signed with a qualified electronic signature.

3. The clients are aware that using electronic services, due to the public character of the Internet, may incur risk that the data may be obtained or modified by unauthorized persons. Therefore, the clients are advised to introduce technical tools in order to minimize the risk, such as firewalls, antivirus software and software protecting identity of persons using the Internet.

4. The place of realization of the contract is the Seller’s seat.

5. The binding law is exclusively the law of the Republic of Poland, also with regards to foreign clients.

6. In matters not regulated in the Regulations, act dated 23rd April 1964 Civil Code shall apply (Journal of Laws 2018 item 1025, as amended), and other binding legal regulations.

7. If any stipulation of the regulations becomes invalid, it does not infringe the validity of the remaining stipulations. The invalid stipulation must be interpreted in a way in accordance to the law and reflecting the intention of the Seller.

8. The Regulations may be changed, of which the Client shall be informed. If the Client does not accept the regulations he/she must stop making orders, otherwise it will be assumed that the Client has accepted the Regulations in its new wording. If the client, within 7 days of being informed about the change in Regulations, does not inform the Seller that he/she does not accept the Regulations  it will be assumed that the Client has accepted the Regulations in its new wording.

9. Any disputes from applying the Regulations shall be solved by court competent for the seat of the Seller. 10.   The Regulations become valid on 01-12-2018.