WHOLESALE TERMS AND CONDITIONS

Terms and Conditions of the MAXY.EU Online Store
Applies to B2B (business-to-business) sales

1. GENERAL PROVISIONS
   1. MAXY.EU is an online store operated by ISO TRADE Spółka z o.o., Gniewomierz 173, 59-241 Legnickie Pole, Poland / District Court for Wrocław-Fabryczna in Wrocław, 9th Commercial Division of the National Court Register (KRS): 0000947722, Tax ID (NIP): 6912559326, National Business Registry Number (REGON): 521121810, share capital: 15,175,000 PLN
   2. These Terms and Conditions set forth the rules governing the operation of the Online Store and are intended solely for business entities, i.e., natural persons, legal entities, or organizational units without legal personality to which the law grants legal capacity, conducting business or professional activities in their own name and performing legal acts directly related to their business or professional activities.
   3. The Seller conducts only wholesale sales to Customers through the Online Store.
   4. Use of the Online Store’s services constitutes acceptance of these Terms and Conditions.
   5. The Seller reserves the right to modify the technical implementation of the Online Store’s functionality, in accordance with the scope and conditions arising from its authorized powers, as well as in accordance with its technical capabilities.
   6. The terms used in these Terms and Conditions have the following meanings:
      • Goods – movable property that is the subject of the Sales Agreement.
      • Sales Agreement – a distance sales agreement concluded between the Customer and the Seller in accordance with the terms set forth in these Terms and Conditions.
      • Order – a declaration of intent by the Customer aimed directly at concluding a distance Sales Agreement through the Online Store or by telephone.
      • Business Day – any day of the week from Monday through Friday, excluding statutory holidays.
      • Registration Form – a form available on the Online Store that allows you to create an Account.
      • Order Form – an interactive form available on the Online Store that allows a Customer to place an Order, specifically by adding Products to an electronic shopping cart and specifying the terms of the Sales Agreement, including the payment method.
      • Customer – a natural person, a legal entity, or an organizational unit that is not a legal entity but is granted legal capacity by law, conducting business or professional activities in its own name and performing a legal act directly related to its business or professional activities.
      • Account – means a panel unique to each Customer, activated on their behalf by the Service Provider after the Customer has registered and entered into a contract for the provision of the Account maintenance service.
      • Terms and Conditions – these Terms and Conditions of the Online Store.
      • Online Store – the Service Provider’s online store available at the following web address: www.maxy.eu
      • Seller, Service Provider – ISO TRADE Spółka z o.o., Gniewomierz 173, 59-241 Legnickie Pole, Poland / District Court for Wrocław-Fabryczna in Wrocław, 9th Commercial Division of the National Court Register (KRS): 0000947722, Tax ID (NIP): 6912559326, share capital: 15,175,000 PLN
      • The information contained on the Online Store’s website does not constitute an offer by the Seller within the meaning of the Civil Code, but merely an invitation to Customers to submit offers to enter into a Sales Agreement.
   7. All rights to the Online Store, including economic copyrights, intellectual property rights to its name, its web domain, as well as to the designs, forms, logos, and photos posted on the Online Store’s website (with the exception of certain logos and photos presented in the Online Store for the purpose of displaying goods, the copyrights to which belong to third parties) belong to the Service Provider.
2. ORDERS
   1. The Customer may place an Order for selected Goods in the Online Store. The sales contract is concluded upon the Customer’s receipt of an email titled “Order Receipt Confirmation.”
   2. The Order Receipt Confirmation does not constitute acceptance of the offer. The contract is concluded only upon the Seller’s sending of a confirmation of acceptance of the order for fulfillment.
   3. To enter into a Sales Agreement in the Online Store, select a Product available in the Online Store and place an Order by following the technical steps displayed in the Online Store.
   4. You may place an Order only after accepting the Terms and Conditions and the Privacy Policy.
   5. Information regarding a Product’s availability is provided next to the Product or during communication with the Customer.
   6. The Seller may inform the Customer about the status of the Order, e.g., via email.
   7. The Order will be fulfilled, provided the Goods are available. If the Goods are unavailable, the Customer will be immediately informed of the estimated wait time for Order fulfillment, with a request to confirm whether they wish to proceed with the Order or cancel it due to the permanent unavailability of the Goods.
   8. The Seller issues electronic invoices in PDF format via the Online Store and sends them to the Customer at the email address provided in the Online Store within 7 days of the purchase date.
   9. Orders are processed in the order in which they are received, until stock is exhausted.
   10. The Seller is not liable for unfulfilled Orders due to technical reasons (system or network malfunctions, etc.); however, once an error is identified, the Seller will make every effort to correct it.
   11. An Order can only be fulfilled if the goods are in stock and/or available from the Seller’s suppliers.
3. METHOD AND DATE OF PAYMENT
   1. Both net and gross prices (including VAT) are listed in the Online Store. The price listed in the Online Store does not include VAT if the sales contract is subject to the reverse charge mechanism for VAT; in such a case, the Customer is responsible for settling the VAT in accordance with the rules set forth in generally applicable laws.
   2. The price listed for each product is binding from the moment the Customer places an Order.
   3. The Online Store offers the Customer the following payment methods:
      • Payment by bank transfer to the Seller’s bank account corresponding to the currency in which the Customer received the pro forma invoice. Account numbers (PLN, EUR, CZK) are listed on the pro forma invoice sent via email from b2b@maxy.eu
   4. A Customer who has chosen the payment method referred to in point 3b above is required to make the payment within 7 calendar days of receiving the pro forma invoice.
   5. If payment is not received by the deadline specified in point 4 above, the Seller will cancel the order placed by the Customer.
4. COST, METHODS, AND DELIVERY DATE, AS WELL AS PRODUCT PICKUP
   1. The Seller also delivers Goods outside the territory of the Republic of Poland—costs are determined based on the international shipping rate schedule. The total delivery costs will be indicated after the Order is placed in the pro forma invoice sent by our employee from the email adress b2b@maxy.eu
   2. Delivery of ordered Goods within Poland is carried out using our own transport or via DPD courier service. Delivery costs within Poland are 0 PLN for orders with a net value exceeding 1,000 PLN.
   3. Personal pickup of the Goods by the Customer is free of charge.
   4. The Seller offers the Customer the following methods of delivery or pickup of the Goods:
      • Courier delivery,
      • Pallet shipment.
      • In-person pickup is available at the following address: Gniewomierz 173, 59-241 Legnickie Pole, on Business Days from 7:00 a.m. to 3:00 p.m. / prior notice required
   5. The delivery time for the Product to the Customer is up to 7 Business Days, unless a shorter delivery time is specified in the description of the Product or during the Order placement process. In the case of an Order for Goods with different delivery times, the delivery time is the longest specified time, which, however, may not exceed 7 Business Days. The delivery period for the Goods to the Customer begins as follows:
      1. if the Customer selects payment by bank transfer, electronic payment, or payment card—from the date the funds are credited to the Seller’s bank account or settlement account;
   6. If the Customer chooses to pick up the Goods in person, the Goods will be ready for pickup by the Customer within 7 Business Days from the date of conclusion of the Sales Agreement, unless a shorter period is specified in the description of the Goods or during the Order placement process. For Goods with different readiness-for-pickup dates, the readiness-for-pickup date is the longest specified date, which, however, may not exceed 7 business days. The Customer will be additionally notified by the Seller when the Goods are ready for pickup. The period during which the Goods are ready for pickup by the Customer begins as follows:
      1. if the Customer selects payment by bank transfer, from the date the funds are credited to the Seller’s bank account;
5. WARRANTY
   1. The Seller guarantees the delivery of Goods free from physical and legal defects. The Seller is liable to the Customer if the Goods have a physical or legal defect (warranty).
   2. If the Goods have a defect, the Customer may file a warranty claim with the Seller.
   3. The Seller is liable under the warranty if a physical defect is discovered within two years from the date the item was delivered to the Buyer.
   4. In sales between businesses, the buyer loses their rights under the warranty if they have not inspected the item in a timely manner and in the manner customary for items of this type, and have not immediately notified the seller of the defect; and if the defect became apparent only later—if they have not notified the seller immediately upon discovering it.
   5. To file a complaint, the Customer should fill out the appropriate form on the Online Store’s website, send notification of the complaint by mail or email tomaxyserwis@iso-trade.eu , or contact the Seller by phone regarding this matter. The complaint must specify the defect that the Customer believes the Goods have and, if possible, provide documentation of said defect. The Seller will respond to the complaint within 30 days of receiving it and, if the complaint is valid, will take steps to remedy the identified defect.
   6. The Goods subject to the complaint must be sent to the following address: Gniewomierz 173, 59-241 Legnickie Pole, Poland. The Seller does not accept shipments sent cash on delivery.
   7. In the case of Goods delivered in the manufacturer’s factory-sealed packaging, which are neither opened nor repackaged by the Seller, the Seller does not verify the quantity of the contents of the packages. Pursuant to Article 558 § 1 of the Civil Code, the parties hereby exclude the Seller’s liability under the warranty for any shortages or surpluses in quantity discovered after such packaging has been opened.
6. WITHDRAWAL FROM THE SALES AGREEMENT
   1. The right of withdrawal does not apply to Customers who are business entities, with the exception of business entities that are natural persons entering into a contract not directly related to their professional activities.
7. ELECTRONIC SERVICES IN THE ONLINE STORE
   1. The Service Provider provides the following free electronic services to Customers: Account management, Order Form, Contact Form, and Newsletter.
   2. The Service Provider reserves the right to select and change the type, form, timing, and method of providing access to the selected services listed above, and will notify Customers of such changes in the manner appropriate for amendments to the Terms and Conditions.
   3. Account Management Service – Use of the Account is possible after the service recipient completes two consecutive steps: (1) filling out the Registration Form, (2) clicking the “Register Account” button. In the Registration Form, the user must provide the following information: first and last name/company name, address (street, house/apartment number, ZIP code, city, province, country), email address, contact phone number, tax identification number (NIP), and password.
   4. The Account service is provided free of charge for an indefinite period. The User may, at any time and without providing a reason, delete the Account (cancel the Account) by sending a request to the Service Provider, in particular via email to the address: b2b@maxy.eu or in writing to the following address: ul. Gniewomierz 173, 59-241 Legnickie Pole
   5. Order Form – Use of the Order Form begins when the Customer adds the first Product to the online shopping cart in the Online Store. An Order is placed after the Customer completes two consecutive steps: (1) filling out the Order Form and (2) clicking the “Confirm Order” button on the Online Store’s website after completing the Order Form—until that point, the Customer may modify the entered data on their own (to do so, follow the on-screen prompts and information available on the Online Store’s website). In the Order Form, the Customer must provide the following information: first and last name/company name, address (street, house/apartment number, ZIP code, city, country), email address, contact phone number, tax identification number (NIP), and details regarding the Sales Agreement: Product(s), quantity of Product(s), delivery location and method, and payment method.
   6. The Order Form service is provided free of charge, is a one-time service, and terminates upon submission of an Order through the form or upon the service recipient’s earlier decision to cease submitting Orders through the form.
   7. The Contact Form service consists of sending a message to the Service Provider using the form available on the Store’s website.
   8. You may opt out of the free “Contact Form” service at any time by ceasing to send inquiries to the Service Provider.
   9. Newsletter – To subscribe to the Newsletter, enter your name and the email address to which future issues of the Newsletter are to be sent in the “Newsletter” tab visible on the Online Store’s website, then click the “Subscribe” button, and then confirming your intention to subscribe to the Newsletter by clicking the confirmation link automatically sent to the provided email address. You can also subscribe to the Newsletter by checking the appropriate checkbox when creating an Account—upon creating the Account, the Service Recipient is automatically subscribed to the Newsletter.
   10. The Electronic Newsletter Service is provided free of charge for an indefinite period. The Service Recipient may, at any time and without providing a reason, unsubscribe from the Newsletter by sending a request to the Service Provider, in particular via email to: b2b@maxy.eu or in writing to the following address: ul. Gniewomierz 173, 59-241 Legnickie Pole.
   11. Technical requirements necessary to interact with the information and communication system used by the Service Provider: (1) a computer, laptop, or other multimedia device with Internet access; (2) access to email; (3) a web browser: Mozilla Firefox version 17.0 or higher, Internet Explorer version 10.0 or higher, Opera version 12.0 or higher, Google Chrome version 23.0 or higher, Safari version 5.0 or higher, or Microsoft Edge version 25.10586.0.0 or higher; (4) recommended minimum screen resolution: 1024x768; (5) the web browser must be configured to accept cookies and support JavaScript.
   12. The User is obligated to use the Online Store in a manner consistent with the law and good morals, while respecting the personal rights, copyrights, and intellectual property rights of the Service Provider and third parties. The User is required to provide accurate information. The User is prohibited from providing unlawful content.
   13. The Service Provider is entitled to block access to the Account and free services if the Customer acts to the detriment of the Service Provider or the Seller. Such actions may include, in particular, the Customer’s violation of legal provisions or the provisions of these Terms and Conditions, as well as situations where blocking access to the Customer’s Account and free services is justified by security concerns—in particular: the Customer bypassing the Store’s website security measures or engaging in other hacking activities. The suspension of access to the Account and free services for the aforementioned reasons shall last for the period necessary to resolve the issue underlying the suspension of access to the Account and free services. The Service Provider shall notify the Customer of the suspension of access to the Account and free services electronically to the email address provided by the Customer in the Registration Form.
8. TERMINATION OF THE AGREEMENT FOR THE PROVISION OF ELECTRONIC SERVICES AND COMPLAINTS
   1. Both the Customer and the Service Provider may terminate the agreement for the provision of electronic services at any time and without giving reasons, subject to the preservation of the rights acquired by the other party prior to the termination of the aforementioned agreement and the provisions below.
   2. A Customer who has completed Registration may terminate the contract for the provision of electronic services by sending the Service Provider an appropriate declaration of intent using any means of remote communication that allows the Service Provider to review the Customer’s declaration of intent.
   3. The Service Provider terminates the contract for the provision of electronic services by sending the Customer an appropriate declaration of intent to the email address provided by the Customer during registration.
   4. The Customer may file a complaint with the Service Provider regarding the use of free services provided electronically by the Service Provider. The complaint may be submitted electronically. In the complaint submission, the Customer should include a description of the problem. The Service Provider shall review the complaint promptly, but no later than within 14 days, and provide the Customer with a response.
9. Sales Quality Standards
   1. The Contractor agrees to maintain high standards of customer service when selling products purchased through the wholesaler, particularly on marketplace platforms, including Allegro.
   2. Upon assuming responsibility for representing the product catalog, the Contractor agrees to maintain a high-quality presentation and sale of the products offered by the Supplier. The Contractor is obligated to represent the Supplier’s brands and products at the highest possible level and to ensure a positive image of the Supplier’s products and brands across all sales channels.
   3. The minimum quality requirements include, in particular:
      • maintaining buyer satisfaction (e.g., “% of recommendations”) on the Allegro platform at a level of no less than 99.4%, in accordance with the current metrics and methodology used by Allegro,
      • shipping orders to end customers within 24 hours of their acceptance and payment (on business days),
      • ensuring the quality of listings, the accuracy of product descriptions, and the aesthetic presentation of products, as well as the correct assignment of listings to the appropriate product catalogs on sales platforms, in accordance with the actual parameters and specifications of the products offered.
   4. In the event of failure to meet the above standards or a decline in the quality of customer service, the Supplier has the right to take measures aimed at protecting the reputation of its brands, including:
      • requesting that the Contractor improve the quality of sales within a specified timeframe,
      • temporarily restricting access to the wholesaler’s product offerings,
      • suspending order fulfillment,
      • temporarily or permanently blocking the Contractor’s account.
   5. The Supplier reserves the right to also consider other sales quality indicators, such as the number of complaints, returns, disputes with customers, or violations of sales platform terms and conditions.
   6. The measures referred to above are intended to protect the quality of customer service and the reputation of the brands and may also be taken without prior notice in the event of significant violations
10. FINAL PROVISIONS
    1. The Seller has the right to limit the available payment methods, including requiring full or partial prepayment, regardless of the payment method selected by the Customer and the fact that a Sales Agreement has been concluded.
    2. Upon the Seller’s delivery of the Goods to the carrier, the benefits and burdens associated with the Goods, as well as the risk of accidental loss or damage to the Goods, pass to the Customer. In such a case, the Seller shall not be liable for any loss, shortage, or damage to the Goods occurring from the time they are accepted for transport until they are delivered to the Customer, nor for any delay in the shipment’s delivery.
    3. The liability of the Service Provider or Seller toward the service recipient or Customer, regardless of its legal basis, is limited—both for a single claim and for all claims in total—to the amount of the price paid and the delivery costs under the Sales Agreement. The Service Provider or Seller shall not be liable to the Service Recipient or Customer in the event of “force majeure” or failures on the part of independent operators.
    4. Any disputes arising between the Seller or Service Provider and the Customer or Service Recipient shall be submitted to the court having jurisdiction over the registered office of the Seller or Service Provider.
    5. The content of these Terms and Conditions may be preserved by printing, saving to a storage medium, or downloading from the Store’s Website at any time.
    6. The Service Provider reserves the right to amend these Terms and Conditions. All contracts for the provision of electronic services entered into prior to the effective date of the new Terms and Conditions shall be performed in accordance with the Terms and Conditions in effect on the date the contract for the provision of electronic services was entered into. Amendments to the Terms and Conditions shall take effect 7 days after their publication on the Online Store’s website. The Service Provider will notify the Customer of any changes to the Terms and Conditions via email 7 days before the new Terms and Conditions take effect. If the Customer does not accept the new Terms and Conditions, they are required to notify the Service Provider of this fact, which will result in the termination of the contract in accordance with the provisions of Section 8 of the Terms and Conditions.