1. The General Terms and Conditions of Sale (GTC) define the basic principles of B2B sales between the Contracting Party being an Entrepreneur and ZARYS International Group Sp. z o.o. Sp.k. Valid from 01.04.2022 until further notice.

2. All products in the ZARYS price lists are presented for information purposes based on the applicable standards and regulations.

3. ZARYS reserves the right to make changes to product prices and design changes to improve products without separate notification.

4. The products presented and their prices do not constitute, in part or in whole, an offer under commercial law.

5. The contracting party is obliged to order goods using the nomenclature in force in ZARYS.

6. By placing an order, the Contractor declares that he has familiarised himself with the General Terms and Conditions of Sale and accepts the provisions contained therein.

7. Anyone purchasing from ZARYS is subject to the General Terms and Conditions.

All words, regardless of their form of writing, defined below shall be understood as follows:

1. "ZARYS" - ZARYS International Group Sp. z o.o. Sp.k. with its registered office in Zabrze (41-808) at ul. Pod Borem 18, entered in the Register of Entrepreneurs kept by the District Court in Gliwice, 10th Commercial Division of the National Court Register under KRS no. 0000540772, holding tax identification number NIP 648-199-77-18, REGON 273295877.
   
2. "b2b platform" - website at www.ezarys.com.
3. "GTC" - this document, including any annexes and appendices thereto, setting out the general conditions of sale at ZARYS.
4. "Sales Contract" - sales agreement within the meaning of the Civil Code concluded via the b2b Platform between the Service Provider as seller and the Customer as buyer. The content of the contract consists of the Order and the GTC. The contract of sale shall be concluded upon confirmation by ZARYS of acceptance of the Order for execution.
   
5. "Goods" - the goods, products and services offered by ZARYS.
6. "Entrepreneur" - a natural person, a legal person and an organisational unit without legal personality to which the provisions on legal persons apply, conducting a business or professional activity in its own name.
7. "Contractor" or "Customer" - an Entrepreneur making a purchase from ZARYS.
8. "Ordering Party" - a representative of the Counterparty authorised to order goods on behalf of the Counterparty.
9. "Receiver" - a representative of the Counterparty authorised to receive goods on behalf of the Counterparty.
10. "Order" - a set of goods selected by the Customer in electronic form together with the Customer's declaration of intent made by means of the Order Form, constituting an offer to conclude a Contract of Sale on the terms indicated therein.
    

Descriptions and photographs of goods listed on the ZARYS websites are for illustrative purposes only and may differ from the actual appearance of the goods. ZARYS makes every effort to ensure that the photographs and descriptions of goods presented on the websites are consistent with reality. ZARYS shall not be liable for any errors or omissions in this regard. In case of any doubt, before selecting the goods, the Contractor is obliged to contact ZARYS in order to obtain the necessary information and explanations.

3.1.   In order to conclude a Contract for the sale of goods via the b2b Platform, it is necessary:

3.1.1.     creating an Account and logging into your Account,

3.1.2.     positive verification of the customer as a potential counterparty with regard to eligibility to use the b2b platform,

3.1.3.     correct, complete completion of the order form by:

a)       making a selection of the type, quantity of goods by clicking on the "Add to basket" button on the b2b Platform website,

b)      selecting the delivery method, the payment method, specifying the place of delivery of the goods, by clicking the appropriate button on the b2b Platform,

3.1.4.     acquaintance by the Customer with the final wording of the submitted offer, displayed on the page of the b2b Platform after the actions specified in sec. 3.1.2 GTC marked as "Summary",

3.1.5.     Confirm your wish to make an offer to ZARYS on the terms and conditions set out in the Order by clicking on the "Send Order" button.

3.1.6.     Confirmation by Outline of acceptance of the Order for fulfilment.

3.2.   Until the moment the Customer clicks the "Send Order" button, the Customer may at any time change a previously made selection within the scope defined in point. 3.1.2. of the GTC by deselecting a previously selected selection or interrupt the purchase process of the goods and abandon the purchase of the goods.

3.3.   Clicking the "Send order" button means:

3.3.1.     confirmation by the Customer of the accuracy of the Customer's data,

3.3.2.     Confirmation by the Customer of the content of the offer to conclude a Sales Contract on the terms and conditions indicated in the Order and on the terms and conditions specified in the GTC.

3.4.   As soon as the Customer clicks the "Send Order" button, a message is sent to ZARYS via e-mail constituting an offer to conclude a Sales Agreement on the terms indicated in the Order and on the conditions specified in the GTC. In addition, as soon as the Customer clicks the "Send Order" button, a message shall be sent to him/her via e-mail confirming acceptance by ZARYS of the offer made by the Customer on the terms indicated in the Order and under the conditions specified in the GTC. In addition, as soon as the Customer clicks the "Send Order" button, a message is sent to him/her via e-mail confirming that ZARYS accepts the offer made by the Customer on the terms indicated in the Order and under the conditions specified in the GTC.

3.5.   The Contract of Sale is concluded as soon as ZARYS confirms acceptance of the Order for execution. The terms and conditions of the Contract of Sale, accepted by the Customer, are available to the Customer under "Order History".

3.6.   ZARYS shall have the right to suspend the execution of Orders to a given Customer in the event of non-payment in full of the price for Orders previously received by the Customer.

1. Notification of the wish to return the goods is made by e-mailing the relevant information to b2b@zarys.pl.
2. A customer wishing to make a return must obtain ZARYS's documentary consent to such return.
3. Return of goods resulting from a customer error is at the customer's expense.
4. Goods that are in any way used, damaged or whose packaging has been tampered with cannot be returned.
5. Notification of an order error on the part of the customer must be made within 14 days of the invoice date for the returned goods.
6. Delivery claims are accepted within 48h of delivery.
7. A delivery claim is made electronically by sending the relevant information to b2b@zarys.pl.
8. In special cases, considered on a case-by-case basis, ZARYS provides for the possibility of returning the goods; however, the Contractor wishing to return the goods must obtain ZARYS' consent to such return expressed in documentary form.
9. If ZARYS agrees to return the goods, ZARYS shall not incur any costs for doing so, in particular the cost of returning the goods.
10. Following the return, ZARYS will inspect the goods and decide:

a) to issue a correction invoice,
b) refusal to accept the returned goods,
c) exchange the returned goods for other goods.

11.   Disposable Goods are not covered by the warranty, they are subject to the warranty for physical defects. Other Goods are warranted in accordance with the warranty terms and conditions document relating to the particular Goods.

12.   ZARYS shall grant the Customer a warranty on the Goods which are the subject of the Contract of Sale for the duration of their expiry date. In the absence of an expiry date, ZARYS shall grant a warranty for a period of 2 years.

13. The warranty covers defects which appear within the warranty period and which were previously inherent in the sold item, excluding defects resulting from circumstances for which the Customer is responsible.

5.1. ZARYS allows the following methods of payment for purchased goods: 

5.1.1. Quick online payment 

5.1.2. Deferred payment transfer. 

5.1.3. Credit card. Available forms of payment by payment card: 

- Visa - Visa Electron 

- MasterCard 

- MasterCard Electronic 

- Maestro 

5.2. The online payment service provider is Autopay S.A. 

5.3. The payment deadline stated on the invoices is the final deadline. In the event of delays in payment for goods purchased with deferred payment terms, statutory interest will be charged on commercial transactions. 

5.4. Failure to make timely payment for deferred payment invoices beyond the deadline set on the purchase document shall be tantamount to blocking further sales of deferred payment goods until the financial arrears are settled. In the case of systematic exceeding of the established payment deadline, ZARYS may refuse further cooperation on terms within the established deferred payment limit.

6.1. The place of performance is the place specified by the Customer at the stage of placing the Order, to which the Seller undertakes to deliver the goods by means of carriers, couriers or transport service providers.

6.2. In the case of collection in person by the Customer, the place of fulfilment is the Logistics Centre located in Zabrze (41-807) at ul. Guido Henckel Donnersmarck 1. 

6.3. The purchased goods will be delivered to the place of fulfilment referred to in paragraph 6.1 via freight forwarders, specialised truck transport or courier service.

6.4. The benefits and burdens of the purchased goods as well as the danger of accidental loss of or damage to the goods shall be transferred to the customer upon handing over the goods at the place of performance.         

7.1. ZARYS shall not be liable for the non-performance or improper performance of the Sales Contract where such non-performance or improper performance is due to Force Majeure.

7.2. The term "Force Majeure" shall mean an event that could not have been foreseen with due diligence, which is external to ZARYS and which it could not have resisted by acting with due diligence.

7.3. Events of Force Majeure within the meaning of these GTC are, in particular, strikes, earthquakes, floods and other events of elementary forces of nature (including, in particular, atmospheric conditions), as well as any states and situations/circumstances of an extraordinary or exceptional nature (e.g. state of natural disaster), the occurrence of infectious diseases in a given area, epidemics or pandemics (e.g. state of epidemic emergency or state of epidemic), as well as any regulations or decisions of administrative authorities or other authorities, relating in any way to the activities of ZARYS.

1. The General Terms and Conditions of Sale (GTC) enter into force on 01.12.2022.

2. In matters not regulated in the GTC, the provisions of the Civil Code shall apply.

3. All comments and notifications regarding violations of these GTC should be sent to b2b@zarys.pl.
   

4. ZARYS reserves the right to amend these GTC. Any changes shall become effective upon publication on www. ezarys. com

5. ZARYS shall not be liable for any damage resulting from downtime in the execution of Orders and, in particular, shall not be liable for the Contractor's lost profits.

6. Should any disputes arise, the parties shall endeavour to resolve them by negotiation and, if agreement cannot be reached, shall submit them to the jurisdiction of the court having jurisdiction over the registered office of ZARYS.