Rules and Regulations

Table of contents

 

 


 

 

TERMS AND CONDITIONS (T&C) OF THE WEBSHOP FOR BUSINESS CUSTOMERS (B2B)
USB System Spółka z ograniczoną odpowiedzialnością spółka komandytowa (limited partnership)
(usbsystem.eu)

§ 1 THE SCOPE OF THE T&C

  1. The T&C defines in particular:

    • the terms and conditions of concluding and executing an agreement for the sales of goods through the webshop for business customers (B2B) – usbsystem.eu – run by USB System Spółka z ograniczoną odpowiedzialnością spółka komandytowa [limited partnership], ul. J. Słowackiego 25, 05-820 Piastów, Poland, NIP (VAT No.): 5342254108; REGON (National Business Registry Number): 015685408 (hereinafter referred to as “USB SYSTEM”); e-mail address: biuro@usbsystem.pl, contact telephone number: +48 22 753 41 62;

    • the technical terms and conditions of providing services by electronic means by the Seller, including, in particular, the establishment and maintaining of a customer account as well as providing additional services, via the webshop.

§ 2 DEFINITIONS

  1. Seller – USB System Spółka z ograniczoną odpowiedzialnością spółka komandytowa [limited partnership], ul. J. Słowackiego 25, 05-820 Piastów, Poland, NIP (VAT No.): 5342254108; REGON (National Business Registry Number): 015685408 (hereinafter referred to as “USB SYSTEM”); e-mail address: biuro@usbsystem.pl, contact telephone number: +48 22 753 41 62, hereinafter referred to as: “USB SYSTEM”

  2. Shop – webshop available at usbsystem.eu (hereinafter also referred to as: the “Portal”).

  3. Terms and Conditions (T&C) – this document specifying the principles for concluding and executing agreements for sales and additional services, and for providing services by electronic means.

  4. Business Customer – a natural person, legal entity or organizational unit that is not a legal entity, to which legal capacity is granted by law, conducting business or professional activity on its own behalf and executing a legal action directly related to its business or professional activity.

  5. Customer/Buyer – each Entrepreneur who places or intends to place an Order in the Shop or uses or intends to use services provided by electronic means.

  6. Goods – a movable item, available for sale in the Shop, which may be the subject of a sales agreement.

  7. Order – a declaration of will of the Customer aiming at concluding a sales agreement for the Goods via the Shop or a remote sales agreement for the Goods and additional services, placed via a form available at the Shop.

  8. Service provided by electronic means – service available at the usbsystem.eu website, which is provided electronically by the Seller to the Customer on the principles set out in these T&C.

  9. Customer Account – personal collection of IT resources, identified with a Login and Password, where the Customer’s data is stored, including in particular the Customer’s Orders, addresses, Account details, price lists and downloadable materials. The Customer Account and Login created during the Registration process can be assigned to one Customer only.

  10. Login – the Customer’s individual identification established by the Customer, consisting of a sequence of letters, digits or other characters, required together with a Password to create a Customer Account at the Webshop. Login is the applicable Customer’s e-mail address or a name chosen by the Customer.

  11. Password – a sequence of letters, digits or other characters chosen by the Customer during the registration at the Shop, used to secure the access to the Customer Account.

  12. Delivery – the actual act of supplying the Goods specified in the Order to the Customer by the Seller through the Supplier.

  13. Supplier – the entity with which the Seller cooperates for the supply of the Goods specified in the Order to the Customer, in particular, express delivery operators.

  14. Force Majeure – an event beyond the control of the parties, external, unforeseeable or unpreventable, including in particular natural disasters, wars, civil commotions, mobilisations, transport shortages, strikes, lock-outs, torrential rains, downpours or other violent atmospheric phenomena.

§ 3. GENERAL PROVISIONS

  1. Only a Business Customer who has registered properly in accordance with the principles set out in the T&C may be the Customer of the Shop.

  2. The Customer agrees to receive from the Seller, to the e-mail address provided during registration, the information related to the business conducted by the Seller, including in particular catalogues of Goods with price lists.

  3. The Seller sells the Goods to the Customer to the extent and under the conditions specified in the agreement concluded between them (hereinafter referred to as the Agreement), as well as in the T&C. The T&C are an integral part of the Agreement.

  4. Any Agreement provisions deviating from the provisions contained in the Terms and Conditions shall take precedence over them.

  5. In order for the Customer to properly use the Shop, it is necessary to meet the technical conditions indicated below:

    • computer, laptop or other multimedia device with Internet access;

    • web browser: Mozilla Firefox version 105.03 and higher or Internet Explorer version 11.0 and higher, Opera version 91.0 and higher, Google Chrome version 86 and higher, Safari version 15.0 and higher;

    • enabling cookies and Javascript in the web browser;

    • in certain cases, a keyboard or other indicating device enabling the proper completion of electronic forms.

    • in order to create an Account, it is also necessary to have an active e-mail account.

  6. If the Customer uses hardware and software that does not meet the technical requirements specified in the T&C, the Seller does not guarantee the proper functioning of the Account and the possibility of shopping in the Shop.

  7. The Customer has 24/7/365 access to the Store and the Account, however, the Seller reserves the right to temporarily suspend the operation of the Shop or the Account for maintenance purposes or due to the need to update data or upgrade the technical base.

  8. In particular, the Customer is obliged to refrain from any activity that could affect the proper operation of the Shop, in particular: any interference with the content of the Shop, its technical elements, including the provision of unlawful content; to use the Shop in a manner which is not onerous for other customers and the Seller, not to provide or transmit any content prohibited by law, not to transfer the content that may disrupt or damage to computer systems.

  9. At the Seller’s request – prior to accepting the Order for execution – the Customer is obliged to present a power of attorney or valid excerpts from the relevant registry or register confirming the fact of conducting business activity and the EU VAT number certificate.

  10. Information presented on the website, in particular regarding the products offered by USB SYSTEM for sale, their prices, characteristics, availability and terms of order execution do not constitute an offer within the meaning of the Civil Code, but only an invitation to conclude an agreement.

  11. The Terms and Conditions constitute a contractual template within the meaning of Article 384 of the Civil Code of 23 April 1964 (hereinafter also referred to as the “Civil Code”).

§ 4 ELECTRONIC SERVICES IN THE SHOP

  1. The following services provided electronically by the Seller are available to the Customers:

    • Account service which includes Account establishment and maintenance within the Shop,

    • concluding Agreements via the Portal,

    • possibility of sending an enquiry regarding a potential order for products presented on the Website,

    • possibility to download the catalogue of Goods,

    • transmission of Newsletters or ordered commercial information, concerning in particular the range of products and services offered by the Seller,

    • ongoing communication of the Seller with the Customer concerning the performance of the Agreement, also via the Contact Form;

    • use of other available functionalities of the Customer Account,

    • conducting marketing campaigns, including contests and promotional actions defined in detail in separate terms and conditions.

  2. The Seller shall additionally provide the following services and functionalities free of charge through the Portal to the Customers who have created an account and passed the verification successfully:

    • possibility to browse the Content published on the Webshop, available only after logging in to the Customer Account and passing a positive verification, including the full catalogue of USB SYSTEM products and services,

    • possibility to create a potential order for selected products and services by means of the products and services configurator,

    • possibility to send a request for quotation to USB SYSTEM for the products and services included in the potential order created in the configurator

    • possibility to purchase products and services on the basis of a potential order created with the configurator, after receiving an e-mail from the USB System salesperson with the order confirmation,

    • possibility to generate an individual price list,

    • possibility to download some of the content made available,

  3. The Seller reserves the right to choose and change the type, forms, time and manner of granting access to the selected above-mentioned services, about which it will inform its Customers in a manner applicable to the amendment of the Terms and Conditions.

  4. The service of maintaining a Customer Account is available after registration and it gives the Customer access to a dedicated panel at the Shop, which allows the Customer, among other things, to modify the data provided during registration, track the status of orders and history of completed orders.

  5. In order to create a Customer Account, it is necessary to:

    • fill in the registration form and accept the provisions of these Terms and Conditions,

    • click on the “Register” button,

  6. Logging into the account using the login data provided during registration is possible after receiving an e-mail from USB System with the information on account confirmation.

  7. The registration form requires the Customer to provide the following data: Login, e-mail address, first and last name, company/Customer name and VAT number.

  8. Full access to all functionalities offered to the Customer, as indicated in § 4.2 above, is possible after successful passing the Verification, which requires:

    • sending to USB SYSTEM by the Customer, after the Account has been created, the current information from the Register of Entrepreneurs of the National Court Register or the Central Register and Information on Business Activity confirming that the Customer is a professional that conducts its business activity in the field of advertising agencies or in the field of production or distribution of advertising materials,

    • verification by USB SYSTEM of the business activity conducted by the Customer,

    • awarding authorisations by USB SYSTEM for the Customer to use all functionalities listed above.

  9. The agreement for providing services by electronic means is concluded for an indefinite period of time from the moment of the first action related to the performance of the services mentioned in § 4, sections 1 and 2 above.

  10. The Customer undertakes, before creating an Account, to read the documentation provided by the Seller, in particular the Terms and Conditions. During the registration procedure the Customer is obliged to provide the correct and true data. It is prohibited to provide false, incomplete or third party data.

  11. The Seller shall not be held liable for incomplete or false information provided by the Customer. By registering and logging in, the Customer declares that the provided data is complete, the Customer is entitled to create an Account, the information provided does not infringe any third parties’ rights, it has read the Terms and Conditions and undertakes to comply with their provisions.

  12. The Customer may at any time resign from the electronic services provided by the Seller by discontinuing the use of the respective functionalities. The Customer may at any time and without giving any reason resign from the Account service, which is equivalent to a request to delete the data stored therein. The Customer may resign from the Account service by sending such a request to the Seller by e-mail to: biuro@usbsystem.pl. The submission of such a request by the Customer shall result in terminating the Account Service Agreement, deleting the Account and deleting the data stored in the Account.

  13. The Seller shall be entitled to terminate and discontinue providing the Account service, with a 14-day notice, in particular, in the case of: violation of the Terms and Conditions by the Customer, providing incorrect, false or outdated data during registration, misusing the Account for purposes inconsistent with its purpose or to the detriment of third parties, interfering with or destabilizing the operation of the Shop.

  14. The Seller is entitled to block access to the Customer Account and electronically provided services at any time, if the Customer acts to the detriment of the Seller or other Customers, violates the law or the Terms and Conditions, and also – when blocking access to a Customer Account and electronically provided services is based on security reasons – in particular, in the case of the Customer’s breaking of the securities of the Shop’s website or other hacking activities. Blocking access to the Customer Account and electronically provided services for the aforementioned reasons shall last for the period necessary to resolve the issue constituting the basis for blocking access to the Customer Account and to free-of-charge services.

  15. The Seller provides Newsletter service involving e-mailing information about the Goods, services, promotions, offers, actions and events of the Seller. To use the Newsletter service the Customer is required to provide an e-mail address to which the newsletter will be sent. The Newsletter service may be used by any Customer who enters their e-mail address and ticks the appropriate checkbox during the registration of the Customer Account – indicating consent to receive the Newsletter. At this point, the Newsletter service agreement is concluded by electronic means. The Newsletter shall be sent by the Seller to all Customers who subscribed to it. The Newsletter service is provided free of charge for an indefinite period of time. The Customer may unsubscribe from the Newsletter at any time by clicking on the unsubscribe link included in each e-mail sent as part of the Newsletter service.

§ 5 INTELLECTUAL PROPERTY

  1. Exclusive rights to the Content made available/posted on the website by USB SYSTEM or its contractors, in particular the copyrights, the USB SYSTEM and the Website trade names, its graphic design, software and database rights, are legally protected and vested in USB SYSTEM or parties with whom USB SYSTEM has entered into appropriate agreements. The Buyer is entitled to use the above-mentioned Content, free of charge, as well as to use the posted Content in compliance with the law and already distributed by other Buyers within the Website, but only for their own personal use and solely for the purpose of the proper use of the Website, worldwide. Any other use of the Content shall only be permitted with the express prior consent of an authorised party which shall be null and void unless made in writing.

  2. By uploading any Content to the Website, in particular images, comments, opinions or statements in the Account or elsewhere on the Website, the Buyer hereby grants USB SYSTEM a non-exclusive, royalty-free licence to use, store, modify, delete, supplement, publicly perform, publicly display, reproduce and distribute (in particular on the Internet) such Content worldwide. This right includes the right to grant sub-licences to the extent justified by the performance of the Sales Agreement or the agreement for the provision of services (including the operation and development of the Website), as well as the authorisation to exercise, independently or with the assistance of third parties, the derivative rights to develop, adapt, modify and translate the work within the meaning of the Act on Copyright and Related Rights of 4 February 1994. To the extent the Buyer is not entitled to grant the licences referred to in this section 2, the Buyer undertakes to obtain the relevant licences for USB SYSTEM.

  3. To the extent the services available at the Website are provided by parties cooperating with USB SYSTEM or jointly with parties cooperating with USB SYSTEM, the relevant provisions concerning intellectual property rights of these parties, licences, if any, granted by these parties to the Buyer or licences, if any, required to be granted to these parties in order to perform the Services are stipulated in T&C or agreements on providing the services by these parties.

§ 6 PLACING ORDERS AND SALES AGREEMENT

  1. A Sales Agreement between USB SYSTEM and the Buyer shall be concluded exclusively on the terms and conditions described in this paragraph. The Sales Agreement between the Seller and the Buyer may be concluded following an order placed through the Shop.

  2. Any information provided by USB SYSTEM to the Buyer on prospect terms and conditions of any future Sales Agreement is subject to change at any time and may not constitute the basis for the Buyer to claim the conclusion of the Sales Contract or any other claims.

  3. USB SYSTEM informs that the colour of the Goods indicated in the USB SYSTEM product catalogue (available, e.g. on USB SYSTEM website) and the actual colour of the Goods as well as between Goods items orders over longer periods of time may vary. USB SYSTEM shall not be held liable on this account and, in particular, such differences cannot constitute grounds for a complaint or withdrawal from the Sales Agreement by the Buyer. The same shall apply to differences in shades within the ordered Goods.

  4. The Seller enables placing Orders for Goods presented in the Shop by filling in an Order form available on the Shop’s website 24/7.

  5. The Customer placing an Order at the Webshop shall prepare the order by selecting the Goods they are interested in. The Goods are added to the Order by selecting “ADD TO A CART”, following the configuration of the given Goods in the Configurator available on the website of the Shop.

  6. After completing the Order and indicating the payment method and delivery details, the Customer shall submit the Order by sending the Order form to the Seller by selecting the “SEND THE ORDER” button on the Shop’s website.

  7. Filling in the Order form by selecting the option “SEND THE ORDER” is equivalent to submitting the Order and expressing the Customer’s will to conclude a sales agreement for the Goods in the quantity, at the price and under the conditions specified in the Order and the Terms and Conditions (offer).

  8. Each time before submitting the Order to the Seller, an Order summary is displayed to the Customer, informing of the total price for the selected Goods, the Delivery costs, as well as all additional costs that the Customer is obliged to pay in connection with the Sales Agreement.

  9. In the process of concluding the Sales Agreement, the Buyer may receive the following e-mail messages from USB SYSTEM:

    1. After the Order has been placed, the Seller sends to the e-mail address provided by the Buyer the following e-mail message constituting a confirmation of placing an Order: “Your order is awaiting confirmation by the USB SYSTEM Salesperson. This summary constitutes information on the possible terms and conditions of the order execution. Detailed terms and conditions of the agreement must be individually agreed with the sales department and concluded in accordance with our terms and conditions. This information does not constitute an offer within the meaning of Article 66 of the Civil Code, but only an invitation to conclude an agreement. The terms of payment shall be confirmed upon acceptance of the order by the USB SYSTEM Salesperson”.

    2. Next, the Seller sends the information on the acceptance (confirmation) or refusal of acceptance (rejection) of the Order for execution to the e-mail address provided by the Buyer;

      • Information about the order confirmation – “Your order has been accepted. At the moment, the goods indicated in the order are available. The goods availability will be finally confirmed after your payment is credited to the USB SYSTEM’s account. The order lead time is counted from the moment of providing a complete set of materials and information necessary to start the order execution”. At this stage the Buyer may choose the form of payment by selecting the “Pay now” link (available payments: 1) online via TPay; 2) by bank transfer);

      • Information about the rejection of the order – “Your order has been rejected”;

    3. The Buyer will receive the following payment messages at the e-mail address provided:

      • Information for customers paying for their online order via TPay; “We have just received your order and have started processing it”)

      • Information for customers who have chosen to pay by bank transfer: “Your Order is awaiting for bank transfer. From now on, it is not possible to change or cancel your order”. Once the payment made by bank transfer has been credited to the USB System’s account, the Buyer will receive the following message: “We have just received your order and have started processing it:’)

      • Information for deferred payment Buyers: “Your order has been approved and we have started processing it. From now on, it is not possible to change or cancel your order”).

    4. Once the Seller has finished the order execution (before the order is dispatched), the Buyer will receive the following message: “We have finished the execution of your order”;

    5. If the Buyer fails to provide the materials and information necessary to complete the order, the Buyer will receive the following message: “Your order has been put on hold until the complete set of materials and information is provided. The order lead time is counted from the moment of providing a complete set of materials and information necessary to start the order execution”.

  10. The information on the acceptance of the Order for execution shall constitute the Seller’s statement of the offer acceptance referred to in §5.8 above and the Sales Agreement is concluded upon its receipt by the Customer.

  11. In the process of Order execution, the Seller shall inform the Customer about subsequent stages of its execution by sending a message to the indicated e-mail address. Additionally, the Customer may also be contacted by telephone, to agree the Order details.

  12. The Sales Agreement shall be concluded in English.

  13. If the subject of the Sales Agreement include customised Goods (e.g. Goods with an individual imprint or engraving), the design of graphic elements to be placed on the Goods (including e.g. registered or unregistered trademark, logo, image, drawing, name, company, inscription, work, text of the print and possibly required graphic layout, hereinafter: “Graphic Elements”) should be provided to USB SYSTEM by uploading the Graphic Element file when placing the Order or by e-mail or in another vector form (upon agreement with USB SYSTEM). Preparation of the design not in accordance with USB SYSTEM’s requirements may require USB SYSTEM to carry out additional work for which a separate fee will be charged.

  14. The Buyer may also transfer files to USB SYSTEM in order to upload them onto the USB flash drive being the subject of the Sales Agreement. By providing USB SYSTEM with the Graphic Elements or materials referred to above (hereinafter referred collectively with the Graphic Elements to as: ” the Content”), the Buyer declares that: the Content complies with the law and does not infringe any rights of third parties, in particular their intellectual property rights and personal rights of any third parties; the Buyer is fully entitled to use the Content to the extent necessary for the performance of the Sales Agreement, including the transfer of the Content to USB SYSTEM and placing it on the Goods or uploading them to the USB flash drive, respectively, especially the trademarks, names, logos, Works or other objects of intellectual property rights constituting them; if an image of a natural person is included in the Content, the Buyer consents to USB SYSTEM’s use of their image for the purpose of executing the Sales Agreement or declares that they are authorised to grant consent to USB SYSTEM’s use of other persons’ images made available as part of the Content for the purpose of executing the Sales Agreement and that their use for the purpose of executing the Sales Agreement does not violate any rights of any third parties.

  15. The Buyer, by transferring the Content to USB SYSTEM, authorises USB SYSTEM to use the Content to the extent necessary to perform the Sales Agreement, and in particular to produce customised Goods, including their placement on the Goods or their uploading to a USB flash drive and importing the Goods into the territory of the European Union. USB SYSTEM shall be authorised to grant further consents for the use of the Content to the extent necessary for the performance of the Sales Agreement.

  16. To the extent that the Content constitutes the Work, by transferring the Content to USB SYSTEM, the Buyer grants USB SYSTEM a free, non-exclusive and territorially unlimited licence for the duration of the Sales Agreement for the use of the Work to the extent necessary for the execution of the Sales Agreement together with the right to exercise and permit the exercise of derivative copyrights to the Work and to grant any further licences for the purpose of executing the Sales Agreement, i.e. USB SYSTEM shall be particularly entitled to use the Work in the following fields of exploitation: recording and reproduction in whole or in part – production by any reproduction technique, including printing, reprography, engraving, magnetic recording, embossing, gold plating, silvering, doming, pad printing, digital printing, UV printing, solvent printing and digital and multimedia technique, regardless of standard, system, format, on any carrier, including in particular recording and reproduction in any quantity and form; introducing the Work in whole or in part to: computer networks, including the Internet and other networks, without limitation; saving in whole or in part in the computer memory and processing in the computer memory.

  17. Upon the transfer of the Work by the Buyer, the Buyer authorises USB SYSTEM to prepare the Work development (including adaptations, additions, shortenings, decompositions, translations or other modifications of the Work) to the extent justified by the subject matter of the Sales Agreement.

  18. The Buyer undertakes, at any request of USB SYSTEM, to demonstrate the truthfulness of the statements made at the time and in the form indicated in the above request, in particular in the form of a so-called letter of authorisation. If the Buyer fails to fulfil the above obligation: the lead time for the execution of the Sales Agreement by USB SYSTEM will be extended accordingly; USB SYSTEM will be entitled to withdraw from the Sales Agreement and to charge the Buyer with the costs incurred by USB SYSTEM to execute the Sales Agreement.

  19. In case of any doubt, any person acting on behalf of the Buyer shall be deemed authorised to make representations on behalf of the Buyer, in particular to sign (send) the Order Form and conclude the Sales Agreement.

  20. USB SYSTEM, at its sole discretion, shall have the right to withdraw from the Sales Agreement at any time prior to completion of the Sales Agreement.

  21. USB SYSTEM may, for each Buyer, set a maximum limit of financial liabilities (due and undue) towards USB SYSTEM. If a Buyer submits an Offer to USB SYSTEM, the acceptance of which by USB SYSTEM will cause the liability limit to be exceeded, a subsequent Sales Agreement with that Buyer may only be concluded against prepayment of all or part of the price.

  22. Notwithstanding of the above, USB SYSTEM may refuse to conclude a Sales Agreement with the Buyer who is late with payment of the price for other Sales Agreements concluded with this Buyer, regardless of their amount and duration of the delay, or consent to its conclusion only upon prepayment of the whole or part of the price.

  23. Once the Buyer has accepted a Sales Agreement in accordance with section 6 above, the Buyer is not entitled to terminate or withdraw from the Sales Agreement or otherwise cancel the placed order, unless USB SYSTEM agrees to do so by e-mail or if such a possibility is provided for by valid legal regulations. In such a case the Buyer is obliged to cover all costs incurred by USB SYSTEM in connection with this Sales Agreement.

§ 7 PAYMENTS

  1. Prices of Goods presented in the Shop are given in Euro and accompanied by information whether the price quoted is VAT inclusive or VAT exclusive. Prices do not include the costs of Delivery and any additional costs arising from the concluded Sales Agreement and the method of payment chosen by the Customer.

  2. The Seller shall be entitled to change prices of the Goods, implement and withdraw Goods, grant discounts for specific Goods, as well as carry out and cancel promotions. Changes may also apply to Goods added by the Customer to the cart – until the order is approved by the USB System Salesperson.

  3. The Shop offers the following forms of payment for the ordered Goods:

    • by bank transfer to the Seller’s bank account (in this case, the Order will start to be processed after the Seller has sent a confirmation of Order acceptance to the Customer and after the funds have been credited to the Seller’s bank account),

    • by e-transfer – settlements of e-transfer transactions will be carried out via tpay (in this case the Order will start to be processed after the Seller has sent a confirmation of Order acceptance to the Customer and after the funds have been credited to the Seller’s bank account).

  4. VAT invoice (the document confirming the sale of the Goods) shall constitute a proof of purchase and the Customer shall receive it electronically, together with the Goods or in a separate shipment. The Customer authorises the Seller to issue an invoice without the Customer’s signature and to send it electronically to the e-mail address indicated by the Customer, unless the Customer notifies the Seller of their request to receive it in paper form.

  5. In the case of the Customer’s failure to make a payment in accordance with §7.3, the Seller shall set an additional deadline for the Customer to make the payment and inform the Customer about it by e-mail. Upon the ineffective expiration of this period, the Seller shall withdraw from the Sales Agreement by sending a statement of withdrawal from the agreement pursuant to Article 491 of the Civil Code.

  6. The Buyer’s order can be executed by the Seller with deferred payment date, only if the Seller allows the Buyer to make such a form of payment.

  7. In the case the Buyer’s order is of executed with deferred payment date:

    • if the Buyer fails to meet the payment date, USB SYSTEM may demand the maximum delay interest in accordance with the provisions of the Civil Code for the time of delay and claim reimbursement of the costs of debt recovery;

    • if the Buyer fails to meet the payment date, USB SYSTEM is entitled to change the payment terms agreed in other Sales Agreements concluded with the relevant Buyer which provided for deferred payment, by requesting payment of the whole or part of the price before the Goods delivery. This shall not give rise to any liability of USB SYSTEM for any non-performance or improper performance of the Sales Agreement;

    • if the Buyer fails to meet the payment date, USB SYSTEM may also reserve the right to conclude any subsequent Sales Agreement with this Buyer with prepayment only;

    • in the event of any disputes between the Parties, the Buyer shall not be entitled to withhold the payment of the price for the Sales Agreement

    • The Goods purchased by the Buyer shall remain the property of USB SYSTEM until the full payment of the price is effected, irrespective of whether the Goods have been delivered to or collected by the Buyer.

  8. The date of payment of the price (or agreed part thereof) shall be the date on which the payment is credited to the USB SYSTEM’s bank account.

  9. The Buyer is obliged to provide USB SYSTEM with accurate data necessary for issuing a VAT invoice. USB SYSTEM shall not be liable for issuing an invoice stating the data provided by the Buyer. In the event of any damage resulting from a defective VAT invoice, the Buyer shall be obliged to reimburse USB SYSTEM for any costs incurred, e.g. the amount of tax paid (which the Buyer is obliged to pay), penalties, etc.

  10. USB SYSTEM shall not issue invoices to any entity other than the Buyer who is the party of the respective Sales Agreement.

  11. The liability of USB SYSTEM in connection with the conclusion and execution of a Sales Agreement is limited to the amount of the sales price stipulated in the relevant Sales Agreement.

  12. By placing an order the Buyer agrees to USB SYSTEM sending invoices in an electronic form.

§ 8 DELIVERY

  1. The Seller delivers the Goods presented in the Shop within the territory of the European Union. Delivery of Goods outside the territory of the European Union can be made only after individual terms, dates and costs of delivery have been agreed with the Seller.

  2. Information on delivery costs is shown in the “Cart Summary”, in the Order form – in the last step which allows the Customer to select “SEND THE ORDER” and also in the e-mail confirming the that the Customer’s Order has been submitted. The costs of Delivery shall be borne by the Customer, subject to section 3 below.

  3. If the value of an Order to be delivered within the European Union exceeds EUR 2,000.- excl. VAT, the Delivery costs shall be paid by the Seller, i.e. the Customer shall not bear any additional Delivery costs. This rule applies only to flash drives in Basicbox, Easybox, Ecobox, Paperbox, Cardbox or Collective packaging.

  4. The ordered Goods shall be delivered to the Customer by the Seller to the address indicated in the Order form.

  5. The Delivery Period shall only run on Business Days, which means that: if any of the times specified in §7.3. above falls on a day other than a Business Day, the delivery period shall start on the next Business Day, the delivery period shall be suspended on any day other than a Business Day, if the end of the delivery period falls on a day other than a Business Day, delivery shall be made on the next Business Day.

  6. Risk of accidental loss of or damage to the Goods shall pass to the Buyer at the time of its handover to the express delivery operator. From that moment, USB SYSTEM shall not be liable for any loss, detriment or damage to the Goods that may arise from the moment of accepting them for transport until handing them over to the Buyer and for any delay in shipment. If the Buyer is obliged to collect the delivery of the Goods in person, the risk of accidental loss and damage to the Goods shall pass to the Buyer at the agreed time of picking up the Goods, even if the Buyer fails to pick up the Goods at the agreed time.

  7. Upon collecting the Goods delivered by the Seller, the Buyer is obliged to examine the parcel, and if any loss or damage to the Goods that occurred during the delivery is found, the Buyer is obliged to take all necessary steps to establish the Supplier’s liability (Article 545 § 2 of the Civil Code).

  8. In the case of any damage to the parcel, the Seller requires the Customer to draw up a damage report in the presence of the Supplier and to immediately inform the Seller about it. Any complaints related to any damage occurring during Delivery submitted by the Customer without the underlying damage report shall not be examined.

  9. The lead time may be extended due to force majeure events or events that occurred at no fault of the Seller.

  10. In the case of any delay caused by force majeure or events not attributable to the Seller, the Seller shall not be liable for failure to meet the delivery deadline and for any resulting damage.

§ 9 STATUTORY WARRANTY

  1. The subject of the Sales Agreement are brand new Goods.

  2. Pursuant to Article 558 § 1 of the Civil Code, the Seller’s liability under statutory warranty is excluded.

§ 10. WARRANTY

  1. All Goods offered by USB SYSTEM are covered by quality warranty provided by USB SYSTEM. The warranty for USB flash drives is 24 months, for other products – 12 months.

  2. Any damage to the Goods resulting from their misuse by the Buyer is excluded from the warranty.

  3. All warranty rights shall be invalidated as a result of:

    • interference into integral software (controller firmware) of the USB flash drive and damage resulting from the use of USB copiers / duplicators for duplicating data;

    • exposure of the Goods to further processing (such as printing or engraving) by the Buyer;

  4. Sale (or disposal under any other legal title) of the Goods by the Buyer to a further customer shall result in the invalidation of warranty on account of quantity shortages of the Goods.

§ 11 LIABILITY

  1. The Seller shall be liable for non-performance or improper performance of its obligations only in the case of intentional damage and within the limits of actual losses incurred by the Customer. The Seller’s liability is limited to the amount of the Order value in connection with which the damage occurred. In particular, the Seller shall not be liable for damage resulting from:

    • force majeure,

    • culpable action or omission of the aggrieved party,

    • culpable action of a third party for which the Seller is not responsible,

    • Customer’s failure to meet the technical requirements necessary for the cooperation with the Seller’s IT system,

    • failure to access the Shop due to reasons beyond the Seller’s control,

    • improper use of the Shop by the Customer, including the use of the Shop in a manner inconsistent with the Terms and Conditions, applicable law, good manners, technical downtime in the operation of the Shop,

    • loss of data by the Customer as a result of external factors or other circumstances beyond the Seller’s control.

  2. The Customer shall be fully responsible for all consequences resulting from improper or non-compliant with the Terms and Conditions placing the order by the Customer, including entering incorrect data in the registration form. The Seller shall not be obliged to repair any damage occurring during transport or which has not been previously notified in writing.

  3. The Customer shall be liable towards USB SYSTEM for the actions of its employees and associates (irrespective of the form of employment or cooperation), authorised representatives and proxies as for its own actions, including loss of profits.

  4. In the event that any third parties (including state authorities) make any claims or impose any sanctions against USB SYSTEM in relation to the Sales Agreement, any actions or omissions of the Buyer or the persons referred to in clause 3, regardless of their nature and date of occurrence (including the transfer of the Content to USB SYSTEM), the Buyer shall, to the fullest extent possible, indemnify USB SYSTEM against any potential liability towards such third parties, in particular, agrees to take, at its own cost and risk, all legal steps to ensure that USB SYSTEM is adequately protected against such claims or their consequences, including substituting for USB SYSTEM or, if that is not possible, to join USB SYSTEM in any proceedings, and to indemnify USB SYSTEM in full against all costs it may be obliged to incur in relation to third parties and full costs of any proceedings.

  5. The provisions of this paragraph shall apply accordingly also after the expiration of the Sales Agreement, its termination or withdrawal from the Sales Agreement by either of the Parties.

  6. The Buyer is obliged to inform USB SYSTEM on an ongoing basis of actions referred to in clause 4 above.

§12 COMPLAINTS

  1. The Buyer is obliged to inform USB SYSTEM of any noticed shortcomings in the quantity of the received Goods immediately, but no later than within 3 days from the date of receipt of the Goods, otherwise the warranty rights may be waived on account of shortcomings in the quantity of the received Goods.

  2. In the event that the purchased Goods are damaged or inconsistent with the Sales Agreement, the Buyer shall be entitled to demand repair of the Goods. If the repair is not possible or if it would be too difficult or involve excessive costs (to be decided by USB SYSTEM), the Buyer is entitled to replace the defective Goods with defect-free ones.

  3. If repair and replacement of the Goods are impossible, too difficult or involve excessive costs (to be decided by USB SYSTEM), the Buyer is entitled (at USB SYSTEM’s discretion) to reduce the price of the Goods or to withdraw from the Sales Agreement.

  4. Complaints should be submitted in writing or by e-mail to: biuro@usbsystem.pl with:

    • a detailed description of the reason for the complaint,

    • the order or invoice number to which the complaint refers,

    • indication of the claim.

  5. If only a part of the Goods purchased by the Buyer is defective, only the defective Goods are subject to complaint.

  6. The Buyer is obliged to send back the defective Goods to the USB SYSTEM address at their own expense. In the event of complaining about only a part of the ordered Goods, the Buyer shall send back only that part of the Goods which is the subject of the complaint. USB SYSTEM shall not accept shipments sent by the Buyer against cash on delivery.

  7. USB SYSTEM shall inform the Buyer of the complaint settlement within 14 days from the date the complaint was lodged and defective Goods were delivered to USB SYSTEM.

  8. In the event of an attempt to lodge a complaint about the Goods that are defect-free or not subject to warranty, the Buyer shall be charged for the costs incurred by USB SYSTEM in connection with the complaint.

  9. Lodging a complaint shall not affect the obligation of timely payment of the price in accordance with the Sales Agreement.

  10. USB SYSTEM shall be liable for defects of the goods only to the amount of their value.

  11. Only the Buyer who is not entitled to transfer warranty rights to any other entity (including a further purchaser of the Goods) without written or e-mail consent from USB SYSTEM may lodge a complaint.

§ 13 PROPRIETARY COPYRIGHTS

  1. The Seller hereby informs that the website usbsystem.eu contains documents protected by copyright, trademarks and other intangible assets protected by intellectual property law (hereinafter referred to as the Work).

  2. All rights to the Shop, including property copyright, intellectual property rights to its name, its website domain, the graphical design of the Shop website, as well as to the templates, forms, logos published on the website of the Shop (with the exception of logos and images placed on the website of the Shop for the presentation of goods, with the consent of third parties – the holders of property copyrights) belong to the Seller, and they can be used only in the manner specified and in accordance with the Terms and Conditions and with the written consent of the Seller.

  3. Any downloadable marketing materials available in the Customer Account, including product catalogues, photos, leaflets, mailing sheets, templates, may be used by the Customer only for the purpose of promotion and sales of goods and in the form in which they were made available by the Seller. Any changes to the materials referred to in the preceding sentence require the prior written consent of the Seller. By using a copy of the Work, the Customer does not acquire any proprietary copyrights to the Work.

  4. In the course of cooperation, the Buyer may gain access to USB SYSTEM’s information which may be of e.g. business, economic or reputational value to USB SYSTEM and the disclosure of which to any third parties may expose USB SYSTEM to damage; the information may include prices, terms and conditions of contracts, legal, financial, economic, commercial, technical, marketing or organisational information concerning USB SYSTEM (hereinafter also referred to as “Confidential Information”). The Buyer undertakes to keep strictly confidential any and all Confidential Information regarding USB SYSTEM, received or obtained in any form, in particular as a result of or in connection with the conclusion or performance of the Sales Agreement, to keep it strictly confidential and not to use it for any purpose other than related to the conclusion or performance of the Sales Agreement.

§ 14 PERSONAL DATA PROTECTION

  1. Information on personal data protection is available under: “Information on personal data processing” – the information contained therein forms an integral part of these Terms and Conditions.

§ 15 FINAL PROVISIONS

  1. The Seller reserves the right to amend the Terms and Conditions.

  2. In the case of agreements of continuous nature, such as the provision of an Account service, the amended Terms and Conditions are binding for the Customer, if the Customer was notified of the amendment to the Terms and Conditions and did not terminate the contract within 14 calendar days of the notification.

  3. In the case of agreements of other than continuous nature, amendments to the Terms and Conditions shall in no way affect the rights acquired by the Customers before the date of entry into force of the Terms and Conditions; therefore amendments to the Terms and Conditions shall not affect already placed Orders or Orders in the process of being placed.

  4. The Seller shall deliver the amended Terms and Conditions to the Customer by e-mail at least 14 days before the amendments come into force and inform the Customer of the right to terminate the Agreement in the event of non-acceptance of the amendment.

  5. The Customer may deliver to the Seller a written statement of termination of the Agreement due to lack of acceptance of the proposed amendment to the Terms and Conditions on the day preceding the effective date of the amendment at the latest. Failure to submit the statement by the aforementioned deadline shall mean acceptance of the amended Terms and Conditions. In the event that the Customer submits a statement of non-acceptance of the amendments to the Terms and Conditions, the Account shall be terminated as of the day preceding the effective date of the amendment.

  6. To any matters not provided for in these Terms and Conditions the generally applicable Polish law, including in particular the provisions of the Civil Code shall apply.

  7. In the case of any dispute arising in connection with the performance of services provided under the Agreement and the Terms and Conditions, the court of competent jurisdiction to resolve the dispute shall be the common court of the Republic of Poland, with jurisdiction over the registered office of the Seller.

  8. The judicial proceedings shall be available after all complaint procedures specified in the Terms and Conditions have been completed unsuccessfully.

  9. These Terms and Conditions shall enter into force on 14 March 2023.

 

 


 


GENERAL TERMS AND CONDITIONS OF THE CONTRACTS OF USB SYSTEM
For Contracts concluded outside the USB System webshop.

I. GENERAL PROVISIONS

  1. The following general terms and conditions of contracts (“GTCC”) regulate the principles of the collaboration between USB System Spółka z ograniczoną odpowiedzialnością spółka komandytowa [limited partnership], ul. J. Słowackiego 25, 05-820 Piastów, Poland, NIP (VAT No.): 5342254108; REGON (National Business Registry Number): 015685408; e-mail address: biuro@usbsystem.pl, contact telephone number: +48 22 753 41 62; (hereinafter also referred to as “USB SYSTEM”) and the buyer concluding a sales contract with USB SYSTEM (hereinafter: “Sales Contract”), operating as a professional conducting business activity within the scope of activity of advertisement agencies or production and distribution of advertisement materials (hereinafter also referred to as “the Buyer”), (both hereinafter also referred to as “Parties”), excluding contracts concluded via webshop for Entrepreneurs (B2B) run on the website www.usbsystem.eu – the terms and conditions of contracts concluded via online store for Entrepreneurs (B2B) are regulated by “Terms and Conditions (T&C) of the webshop for business customers (B2B).”

  2. USB SYSTEM and the Buyer conclude a Sales Contract regarding goods (hereinafter also referred to as “Goods”) against the remuneration agreed upon and on the conditions specified in the GTCC and the Sales Contract concluded between USB SYSTEM and the Buyer, in compliance with provisions of the aforementioned GTCC.

  3. The provisions of the GTCC are applied to all Sales Contracts concluded within the framework of collaboration between the Parties from the moment of these contracts being provided to the Buyer, subject to Paragraph 4 below.

  4. In order to conclude a Sales Contract in a manner or on conditions deviating from the GTCC, it is necessary to conclude a separate individual contract with a given Buyer, where the only persons authorised to conclude such a contract on behalf of USB SYSTEM are (acting individually) Ms. Katarzyna Nowak and Mr. Maciej Nowak.

  5. The GTCC constitute a contract template within the meaning of provisions of Article 384 of the Civil Code of 23rd of April 1964 (Dz. U. 2014, item 121) (hereinafter also referred to as the “Civil Code”).

II. CONCLUSION OF A SALES CONTRACT

  1. The conclusion of a Sales Contract between USB SYSTEM and the Buyer takes place only on the terms described in this item II (subject to item I of the Paragraph 4 above).

  2. The requests for a quotation directed towards USB SYSTEM by the Buyer, inviting you to submit an offer for a specific order, as well as information presented by USB SYSTEM to the Buyer in any form other than the order form, referred to in Paragraph 4 below, regarding the suggested conditions of conclusion of a Sales Contract (including those regarding remuneration and order delivery date) do not constitute an offer within the meaning of the Civil Code, but only an invitation to conclude a contract.

  3. The information provided to the Buyer by USB SYSTEM which regards the potential conditions of future conclusion of a Sales Contract are subject to change at any moment and may not constitute a basis for the Buyer’s assertion of claims regarding the conclusion of the Sales Contract or any other claims.

  4. USB SYSTEM informs you that differences between the colour of Goods indicated in the catalogue of products of USB SYSTEM (available, among others, at the website of USB SYSTEM) and the actual colour of Goods may occur, as well as differences between the specimens of Goods ordered at large intervals. USB SYSTEM bears no liability by virtue of the above and, in particular, such differences may not constitute a basis for complaints or the Buyer’s withdrawal from the Sales Contract. The same applies to differences in shades within the scope of the Goods ordered.

  5. After the Parties determine the scope of the Sales Contract, USB SYSTEM makes the Buyer an offer for the conclusion of the Sales Contract (hereinafter: “Offer”) in the shape of a form attached in an e-mail message (hereinafter: “Order Form”), containing the conditions of conclusion of the Sales Contract as agreed by the Parties.

  6. The Offer is valid for the duration indicated in it.

  7. The Buyer may accept the Offer in whole only, without any reservations or supplementations, by accepting it during the Offer validity period as follows:

    1. in the case of Sales Contracts with deferred payment deadline – by sending to USB SYSTEM via e-mail or fax a copy (scanned image) of the Order Form, signed by a person authorised to conclude the Sales Contract;

    2. in the case of Sales Contracts that envisage payment of the whole or a part of the payment prior to implementation of the Sales Contract – by paying the amount agreed upon between the Parties (where the moment of the payment being recorded in the bank account of USB SYSTEM is considered as the moment of payment being made) and sending, via e-mail or fax, a copy (scanned image) of the Order Form to USB SYSTEM, signed by a person authorised to conclude the Sales Contract.

  8. The conclusion of the Sales Contract may additionally depend, at discretion of USB SYSTEM, on conclusion of the contract in written form. In such a case, the Client sends the Order Form to USB SYSTEM according to Paragraph 7 above together with a scanned image (copy) of the contract (sent to the Client by USB SYSTEM together with the Order Form) signed by a person authorised to conclude the Sales Contract. Thereafter, the Client is obliged to provide the original copy of the signed contract to USB SYSTEM. In such an event, the conclusion of the Sales Contract takes place at the moment of the written contract being signed by both the Client and USB SYSTEM.

  9. In case of doubt, it is considered that every person acting on behalf of the Buyer is entitled to make statements on behalf of the Buyer and, in particular, to sign the Order Form and conclude the Sales Contract.

  10. In the event of the Offer being accepted after the period of its validity, the Sales Contract is not concluded unless USB SYSTEM unambiguously confirms the conclusion of the Sales Contract (acceptance of the order) via e-mail on the conditions specified in the Order Form (the moment of the Sales Contract being concluded).

  11. USB SYSTEM, at its own discretion, is entitled to withdraw the Offer at any time during its validity period.

  12. If the Buyer accepts the Offer with reservations or supplementations, this is understood as refusal to accept the Offer and a new request for a quotation (invitation to conclude a contract) made by the Buyer. In such an event, in order to conclude a Sales Contract, it is necessary to again perform the activities referred to in items 5-7 above, taking into account the new arrangements regarding the Sales Contract conditions.

  13. USB SYSTEM is entitled to withdraw from the Sales Contract within 5 weeks from the date of the Sales Contract being concluded. A withdrawal from the Sales Contract may take place without specifying reason and does not create any claims towards USB SYSTEM on the part of the Buyer. For information purposes, we indicate that USB SYSTEM’s decision to withdraw from the Sales Contract may, in particular, result from the Goods not being available at the supplier or from the possibility of transporting Goods to the territory of Poland being suspended, with USB SYSTEM having no influence on such circumstances.

  14. USB SYSTEM may, for each Buyer, establish a maximum limit of cash liabilities (matured and unmatured) towards USB SYSTEM. If the Buyer makes USB SYSTEM an Offer by which acceptance would result in USB SYSTEM exceeding the liability limit, conclusion of another Sales Contract with such a Buyer may take place only on the condition of prepayment of the whole or a part of the price.

  15. Irrespective of the above, USB SYSTEM may refuse to conclude the Sales Contract with a Buyer who delays the payment of the price for other Sales Agreements concluded with the Buyer, irrespective of the amount of amount and delay duration, or grant consent to the conclusion of such a contract on the condition of prepayment of the whole or a part of the price.

  16. After the Buyer accepts the Sales Contract under Paragraph 6 above, the Buyer is not entitled to terminate the Sales Contract, withdraw from it or cancel the order made in any other manner, unless USB SYSTEM grants consent via e-mail. In such an event, the Buyer is obliged to cover all the costs incurred by USB SYSTEM in relation to the Sales Contract.

III. PAYMENT, PRICE

  1. The Price of Goods and the payment deadline and form shall be specified in the Offer. The payment deadline is calculated in calendar days and is counted starting from the moment indicated in the Offer.

  2. The Offer may envisage, for example, the following forms of payment, at the discretion of USB SYSTEM:

    1. prepayment (of the whole or a part of price),

    2. payment after receiving the Goods purchased,

    3. payment divided into instalments.

  3. The date of recording the payment in the bank account of USB SYSTEM is considered the date of payment of the balance (or an agreed-upon part thereof).

  4. The Buyer is obliged to provide the USB SYSTEM with the exact data necessary to issue a VAT invoice. USB SYSTEM is not liable for issuing the invoice in compliance with the data provided by the Buyer. In the event of incurring a loss in relation to issuing an inaccurate VAT invoice, the Buyer is obliged to cover the costs incurred by USB SYSTEM, e.g. the amount of tax paid (which should be paid by the Buyer), penalties imposed, etc.

  5. USB SYSTEM does not issue invoices to entities other than the Buyer with whom a given Sales Contract has been concluded.

  6. In the event of the Buyer exceeding the deadline for payment, USB SYSTEM may demand maximum interest for the delay according to provisions of the Civil Code for the duration of the delay and to claim reimbursement for the costs of debt enforcement.

  7. Irrespective of the above, in the event of the Buyer exceeding the payment deadline, USB SYSTEM is entitled to change the price payment deadline specified in other Sales Contracts concluded with a given Buyer where down payments have been envisaged by demanding the whole of a part of the price to be paid prior to delivery of Goods. This does not lead to any liability being created on the part of USB SYSTEM for non-performance or improper performance of the Sales Contract.

  8. Additionally, in the event of the payment deadline having been exceeded, USB SYSTEM may require prepayment as a condition for concluding the Sale Contract during the conclusion of every subsequent Sales Contract with a given Buyer.

  9. In the event of any disputes between the Parties, the Buyer is not entitled to withhold making payment of the price under the Sales Contract.

  10. The liability of USB SYSTEM in relation to the conclusion and performance of the Sale Contract is limited to the amount of sale price specified in a given Sales Contract.

  11. When placing an order, the Buyer grants consent to receiving invoices from USB SYSTEM in electronic form.

  12. The Goods purchased by the Buyer remains the property of USB SYSTEM until the moment of settling the whole price amount, irrespective of whether the Goods have been delivered to the Buyer or collected by the Buyer.

IV. CUSTOMISED GOODS, COPYRIGHTS

  1. In cases where the Goods being the object of the Sales Contract are customised (e.g. feature a customised print or engraving), the design of graphic elements to be included on the Goods (including e.g. registered or unregistered trademark, logo, graphics, drawing, name, company name, caption, work, print text and, presumptively, the layout required, hereinafter: “Graphic Elements”) should be provided to USB SYSTEM via e-mail in the file format of Corel Draw version 12 or lower, or in another vector format after coordinating it with USB SYSTEM. Preparation of the design in a way that does not comply with the requirements of USB SYSTEM may entail USB SYSTEM having to perform additional work for a fee separate from the price.

  2. The Buyer may also provide USB SYSTEM with files for the purposes of recording them on a USB medium being the object of the Sales Contract.

  3. By providing USB SYSTEM with Graphic Elements or materials referred to in Paragraph 2 above (hereinafter referred to together with Graphic Elements as “Content”), the Buyer declares that:

    1. the Content complies with provisions of the law and does not violate any rights of third parties, in particular their intellectual property rights, or any personal rights of third parties;

    2. it is fully authorised to take advantage of the Content within the scope required in order to perform the Sales Contract, including to provide the Content to USB SYSTEM and place it on the Goods or, accordingly, record them on a USB medium, and in particular to take advantage of trademarks, names, logos, Works or other intellectual property right objects constituting the Content;

    3. if the Content includes an image of a person, it grants consent to USB SYSTEM to use its image for the purposes of implementing the Sales Contract or declares that it is authorised to grant consent to USB SYSTEM to use the image of other people provided within the framework of the Content i.e. for the purposes of implementing the Sales Contract and, that using them for the purposes of implementing the Sales Contract, does not violate any rights of third parties.

  4. By providing Content to USB SYSTEM, the Buyer grants USB SYSTEM the authorisation to use Content within the scope related to implementation of the Sales Contract and, in particular, to create customised Goods, including placing them on the Goods or to record them onto a USB medium and import the Goods into the territory of the European Union. USB SYSTEM is authorised to grant further consent to use of Content for the purpose of implementing the Sales Contract.

  5. Within the scope in which the Content consists of Works, by providing USB SYSTEM with Content, the Buyer grants USB SYSTEM (for the duration of performance of the Sales Contract) a free of charge, non-exclusive and territorially unlimited licence to use the Works within the scope necessary for the implementation of the Sales Contract, together with the right to exercise and permit exercising the derivative copyrights to the Works and to grant further licences for the purposes of implementing the Sales Contract, i.e. USB SYSTEM will, in particular, be entitled to use the Works in the following fields of use:

    1. within the scope of recording and reproducing in whole or in part – production of copies using any technique including: printing, reprography, engraving, magnetic recording, embossing, gilding, silver-plating, doming, tampon printing, digital printing, UV printing, solvent printing and digital and multimedia techniques, irrespective of the standard, system or format on any medium including, in particular, recording and reproduction in any amount and form;

    2. introduction of Works in whole or in part into: computer networks, including to the Internet and other networks, without limitation, introduction in whole or in part into computer memory and processing within computer memory.

  6. As of the moment of the Buyer providing the Works, the Buyer permits USB SYSTEM to prepare an elaboration of a Work (including adjustments, supplementations, abridgements, decompositions, translations or other modifications to the Work) within the scope justified by the object of the Sales Contract.

  7. The Buyer accepts to demonstrate – at each request of USB SYSTEM – the truthfulness of statements made in this section (IV) within the period and in the form indicated in the request, in particular in the form of a so-called authorisation letter. In the case of the above obligation not being met:

    1. the deadline for implementation of the Sales Contract by USB SYSTEM shall be prolonged accordingly, and

    2. USB SYSTEM will be entitled to withdraw from the Sales Contract and to charge the Buyer with the costs incurred by USB SYSTEM for the purposes of implementing the Sales Contract.

  8. The declarations of the Buyer indicated in this section (IV) shall maintain their validity throughout the period of performance of the Sales Contract.

V. TRANSPORT OF GOODS

  1. The prices of the Goods included in the price list of USB SYSTEM do not include the cost of transport, which is established individually between the Parties with regard to each Sales Contract.

  2. The Goods, according to what is agreed upon between the parties, may be:

    1. delivered by a courier chosen by USB SYSTEM at expense of the Buyer, or

    2. delivered by a courier chosen by the Buyer at its expense, or

    3. collected by the Buyer in person.

  3. The risk of accidental loss of or damage to the Goods passes to the Buyer from the moment the Goods are handed over to the courier. From that moment on, USB SYSTEM is not liable for losses, defects or damage occurring from the moment of accepting it for transport to the moment of handing it over to the Buyer. It is also not liable for any delay in transport of the shipment. In case when the Buyer is obliged to collect the Goods in person, the risk of accidental loss of or damage to the Goods passes onto the Buyer from the moment of the Goods’ collection date (as agreed upon), even if the Buyer does not collect the Goods on the agreed date.

  4. The delivery costs are covered by the Buyer. USB SYSTEM covers the cost of transport of the Goods within the European Union, if the amount of a given Sales Contract exceeds EUR 2,000.- excl. VAT. This rule applies only to flash drives in Basicbox, Easybox, Ecobox, Paperbox, Cardbox or Collective packaging.

  5. USB SYSTEM is not liable for delays in delivery or damage to the Goods in connection with delivery for reasons not occurring on USB SYSTEM’s side. The period for delivery, calculated in business days, is specified in the offer.

  6. All the shipments are packaged with care and secured with tape bearing the company marks. By accepting the Goods from the carrier company, the Buyer is obliged to record any damage in a report signed in the presence of the courier i.e. in the event of the cardboard packaging being breached or the Goods suffering any kind of damage during transport.

  7. In the event that the Buyer is obliged to collect the Goods in person and the Buyer does not do it on the date agreed upon, USB SYSTEM may store the Goods (if possible) or hand it over for safekeeping at the expense and risk of the Buyer. It has no impact on the other rights of USB SYSTEM under the Civil Code or on determining the moment in which the risk of accidental loss of or damage to the Goods under Article 3 above passes onto the Buyer.

VI. WARRANTY

  1. All the goods offered by USB SYSTEM are encompassed with a quality guarantee granted by USB SYSTEM. The validity period of warranty for the USB flash media is 24 months, and 12 months for other products.

  2. Any damage to the Goods that have occurred as a result of the Buyer using them in a manner not compliant with the intended use of Goods is not subject to a warranty claim.

  3. The following results in a loss of all the warranty entitlements:

    1. tampering with integral software (controller firmware) of the USB medium and any damage occurring as a result of using USB duplicators / copiers for data copying;

    2. subjecting the Goods to further processing (such as printing or engraving) by the Buyer.

  4. If the Buyer sells the Goods (or disposes of them under a different legal title) to a further recipient, this results in loss of warranty due to shortages in the Goods.

  5. Under Article 558 Paragraph 1 of the Civil Code, the liability of USB SYSTEM, by virtue of surety for the Goods towards the Buyer, is excluded.

VII. COMPLAINTS

  1. The Buyer is obliged to inform USB SYSTEM immediately of any deficiencies in quantities of Goods received noticed, but no later than within 3 days of the day of receipt of the Goods, on pain of losing warranty rights by virtue of deficiencies in the quantity of the Goods received.

  2. In the event of the Goods purchased being damaged or not compliant with the Sales Contract, the Buyer is entitled to demand the Goods to be repaired. In the event of repairs not being possible or too difficult or entailing excessive costs (according to USB SYSTEM’s judgement), the Buyer is entitled to have the defective Goods replaced with Goods that are free of defects.

  3. In the event of both the repairs and replacement of Goods not being possible, too difficult or entailing excessive costs (according to USB SYSTEM’s judgement), the Buyer is entitled (at the discretion of USB SYSTEM) to receive a reduction in the price of Goods or to withdraw from the Sales Contract.

  4. Complaints should be submitted in writing or via e-mail together with:

    1. a detailed description of the cause for complaint,

    2. the number of the order or invoice regarded by the complaint,

    3. indication of the complaint claim.

  5. If only a part of the Goods purchased by the Buyer is defective, only defective Goods are subject to a complaint.

  6. The Buyers is required to send the defective Goods to the address of USB SYSTEM at the Buyer’s own expense. In the event of submitting a complaint regarding only a part of the Goods ordered, the Buyer sends only the part of the Goods concerning the complaint. USB SYSTEM does not accept cash-on-delivery shipments sent by the Buyer.

  7. USB SYSTEM informs the Buyer regarding complaint settlement within 14 days from the complaint’s date of submission and delivery of defective Goods to USB SYSTEM.

  8. In the event of attempts to submit complaints regarding Goods that are not defective or not subject to warranty, the Buyer shall be charged with costs incurred by USB SYSTEM in connection with the complaint.

  9. Submission of a complaint does not affect the obligation to make timely payment of the price according to the Sales Contract.

  10. USB SYSTEM is liable by virtue of defects of goods only up to the amount of their value.

  11. A complaint can only be submitted by the Buyer and the Buyer is not authorised to transfer its rights under warranty to any other entity (including to a further buyer of the Goods) without the consent of USB SYSTEM granted in writing or via e-mail on pain of invalidity.

VIII. CONFIDENTIALITY

  1. During their collaboration, the Buyer may obtain access to information of USB SYSTEM that may, for example, be of business, economic or image-related value to USB SYSTEM and the disclosure of which to third parties may expose USB SYSTEM to losses such as information on prices, terms and conditions of contracts concluded, and legal, financial, economic, commercial technical marketing or organisational information regarding USB SYSTEM (hereinafter also referred to as “Confidential Information”). The Buyer commits to treating all Confidential Information regarding USB SYSTEM that it receives or obtains in any form strictly confidential, in particular when such information is received or obtained as a result of or in relation to conclusion or implementation of the Sales Contract. The Buyer must maintain them in strict confidentiality and not use them for any purpose other than those related to conclusion or implementation of the Sales Contract.

  2. The Buyer grants consent to USB SYSTEM to inform its business partners of collaboration with the Buyer, in particular through informing (e.g. on the website of USB SYSTEM) them of projects implemented for a given Buyer, and presentation of Goods, including the use of logo, name or trademark (verbal, graphic or verbal-graphic) of the Buyer or other Graphic Elements provided by the Buyer. Any reference made by USB SYSTEM to such collaborations shall in no event constitute a breach of the confidentiality obligation described in this section or any other rights of the Buyer.

IX. LIABILITY

  1. The Buyer is liable towards USB SYSTEM for the actions of its employees and collaborators (irrespective of the form of employment or collaboration), as well as for those of authorised representatives and attorneys i.e. as if it were the Buyer’s actions, including for loss of profits.

  2. In the event of any third parties (including also state bodies) acting against USB SYSTEM in relation to any claims or sanctions related to the Sales Contract or actions or omission of the Buyer or persons referred to in item 1, irrespective of the type and occurrence date thereof (including in relation to providing Content to USB SYSTEM), the Buyer shall release USB SYSTEM to the widest extent possible from any liability towards such third parties and, in particular, it makes an obligation to undertake any legal actions ensuring appropriate protection of USB SYSTEM against such demands or consequences thereof at its own risk and expense. This includes committing to substitute USB SYSTEM or, in the event of this not being possible, joining any proceedings on the side of USB SYSTEM and also committing to fully reimburse USB SYSTEM any costs that USB SYSTEM will be obliged to incur in relation to third parties, as well as the full amount of the cost of proceedings. The Buyer shall redress any presumptive damage on the part of such third parties and on the part of USB SYSTEM.

  3. The provisions of this section (IX) are, accordingly, also valid after expiration of the Sales Contract, termination thereof, or the withdrawal of one of the Parties from the Sales Contract.

  4. The Buyer is obliged to inform USB SYSTEM on an ongoing basis about the activities referred to in section 2 above.

X. PROHIBITION OF ASSIGNMENT

  1. The Buyer commits to not performing any assignment or transfer and not to transfer either the whole or any part of its rights and obligations under the Sales Contract without prior consent of USB SYSTEM – expressed in writing or via e-mail – on pain of invalidity.

  2. USB SYSTEM may perform any assignment or transfer, or may transfer either the whole or any part of its rights and obligations under the Sales Contract after notifying the Buyer thereof in writing. Subject to the provisions of the preceding sentence, the Parties decide in agreement that no entity other than the other Party is entitled to makes claims or demands towards the Party regarding any rights or benefits under the Sales Contract.

XI. PERSONAL DATA PROCESSING

  1. The detailed principles and information regarding the processing of personal data by USB SYSTEM have been included in the attachment to these General Terms and Conditions of the Contract.

  2. In relation to the conclusion and implementation of the Contract, the Parties may provide each other with personal data of their contact persons and employees / collaborators within the scope and for the purposes required to implement the Contract.

  3. The Buyer commits to fulfil, on behalf of USB SYSTEM, the information obligation towards the aforementioned persons whose personal data was / will be provided by the Buyer, on the basis of content from the attachment referred to in Paragraph 1 above.

XII. FINAL PROVISIONS

  1. The Parties consider all the provisions of the GTCC valid and binding. If any provision of the GTCC turns out to be or becomes invalid or unenforceable, it will not affect the validity of other provisions of the GTCC, unless USB SYSTEM is not able to conclude the Sales Contract without such a provision and it is impossible to change or supplement the GTCC in a manner specified in item 2 below.

  2. USB SYSTEM reserves the right to change the GTCC unilaterally.

  3. The Parties shall make endeavour to resolve disputes arising in relation to performance of the Sales Contract amicably. In the case of a lack of understanding, the court competent for the settlement of disputes shall be a Polish court having jurisdiction over the seat of USB SYSTEM.

  4. Polish law shall be the governing law. The Parties agree to exclude hereby the application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods elaborated in Vienna on 11th of April 1980.

  5. To all matters not settled by the above GTCC, the appropriate provisions of the Civil Code and other universally binding regulations shall apply.

  6. Placing an order in USB SYSTEM means acceptance of the terms and conditions of these GTCC.

Attachments:

  1. Information on processing of personal data by USB SYSTEM – the controller of personal data.