Terms and Conditions (B2B)

CLICK2DROP TERMS AND CONDITIONS OF B2B SALES

§ 1. Scope of Terms and Conditions and Seller’s data

1. These Terms and Conditions set out the rules of using the Click2Drop platform available at https://click2drop.eu/app (hereinafter: “Platform”), concluding sales contracts and providing services related to the processing of Orders. Return of Goods is governed by a separate Click2Drop Returns Policy.

2. The platform operator and the seller of the Goods is ADAMANTA spółka z ograniczoną odpowiedzialnością z siedzibą w Lublinie, ul. Metalurgiczna 62, 20-234 Lublin, entered into the register of businesses under the KRS (National Court Register) 0001078676, NIP (Tax Identification Number) 7123467638, REGON (National Business Registry Number) 527332151, share capital PLN 5 000 (hereinafter: “we”/”us”/”our”). Contact address: support@click2drop.eu.

3. The Platform may be used by business entities making purchases in connection with their business activity. The rules applicable to business entities who are natural persons and to whom the law grants consumer protection are set out in § 16.

4. We sell the Goods in our own name and are a party to the sales contract concluded with the Buyer. The Goods may originate from cooperating manufacturers and suppliers; however, they do not, by virtue of this fact, become parties to the contract with the Buyer.

5. The Terms and Conditions also set out the rules for the provision of services by electronic means, within the meaning of the Act of 18 July 2002 on the Provision of Services by Electronic Means.

§ 2. Definitions

1. “Buyer” means a business entity using the Platform, and “User” means a person authorised by the Buyer to manage their Account.

2. “Account” means the Buyer's individual panel, used for placing Orders and tracking their status and settlements.

3. “Goods” mean items offered by us, and “Order” means a request submitted by the Buyer to purchase specific Goods.

4. “Recipient” – a person or entity designated by the Buyer as the addressee of a shipment, including their end customer.

5. “Fulfilment” refers to the logistics process of handling of an Order, specifically the warehousing, picking, packing, and shipping of Goods, as well as the management of returns.

6. “Price List” means the prices of the Goods and the costs of delivery and other services, provided to the Buyer before the Order is confirmed.

7. “Trade Credit Limit” means the right granted to the Buyer to defer payment up to a specified amount.

8. “KSeF” – National e-Invoice System; “Business Day” – a day from Monday to Friday, excluding statutory public holidays in Poland.

§ 3. Electronic services and technical requirements

1. We do not charge any fees for the mere creation and maintenance of an Account. The Buyer pays for the Goods and services related to an Order in accordance with the prices provided prior to the Order's confirmation.

2. To use the Platform, you need a device with Internet access, an up-to-date web browser that supports JavaScript and the necessary cookies, as well as an active email address.

3. We may temporarily restrict access to the Platform due to technical work or security risks. Where possible, we will provide advance notice of any planned interruptions.

4. It is prohibited to provide unlawful content, compromise the Platform’s security, use another person’s access credentials without authorisation, or engage in the mass downloading of data that disrupts the system’s operation.

5. The Platform may allow for integration with the Buyer’s sales systems and the automatic transmission of Orders. The availability of such integration, authorisation procedures, and technical limitations are determined by the functionality provided within the Account or by agreements between the parties.

§ 4. Account registration and security

1. To place Orders, the Buyer must create an Account, provide the required information, and accept the Terms and Conditions. Account activation may be preceded by verification of the business entity's details.

2. The Buyer provides their company name, address, registration and tax details, and contact information, and designates the individuals authorised to manage the Account. We may verify these details against public registers and request confirmation of the User’s authorisation.

3. The Buyer is required to protect their login credentials and must not share their Account with unauthorised persons. The Buyer is responsible for Orders placed by authorised Users. Any suspicion of unauthorised access should be reported to us immediately.

4. In the event of payment arrears, the provision of false information, a serious breach of the Terms and Conditions, or a security risk, we may suspend access to the Account or cease accepting new Orders. We will provide notification regarding the reason for the restriction, unless doing so is precluded by security considerations or the law.

§ 5. Offers and the conclusion of sales contracts

1. The Goods catalogue and the prices provided on the Platform is an invitation to enter into a contract within the meaning of Article 71 of the Civil Code, unless otherwise stated in relation to a specific offer.

2. An Order is placed after logging into an Account. The Buyer selects the Goods and their quantities, provides invoicing and shipping details, and chooses the payment method. Before confirming the Order, the Buyer can see the price of the Goods, any additional charges, and the total amount to be paid.

3. Placing an Order is an offer to enter into a sales contract. The acknowledgment of receipt of an Order is for informational purposes only. The contract is concluded once we confirm acceptance of the Order, communicated via the Account or by email.

4. We may refuse to accept an Order if the Goods are unavailable, the details are incorrect, payment has not been authorised, there are arrears in payments, or the Trade Credit Limit has been exceeded. In such cases, any prepayment collected will be refunded to an appropriate extent.

5. Should it prove impossible to fulfil an Order after the contract has been concluded, we will notify the Buyer without delay. Partial fulfilment, the delivery of substitute Goods, or any change to a binding delivery date require the Buyer’s consent. The unfulfilled portion of the Order is subject to settlement.

§ 6. Prices, costs, and sales documentation

1. The prices of the Goods, the settlement currency, taxes, and the costs of delivery and additional services are provided before an Order is placed. The Buyer is bound by the prices and charges accepted at the time of purchase.

2. The sale of Goods and services related to an Order is settled via a single invoice issued by us. Goods, fulfilment services, and other applicable charges are listed as separate line items, with the appropriate tax rules applied to each.

3. We do not charge for processing commercial returns. The rules regarding the cost of return shipping and the settlement of the Goods accepted are defined in the Click2Drop Returns Policy.

4. Invoices and other settlement documents are made available in accordance with legal requirements. If the functionality of the Platform allows, the Buyer may download visual representations of these documents from their Account.

§ 7. Structured invoices and KSeF

1. We issue invoices required to be issued via the National e-Invoice System (KSeF) in accordance with the provisions of the Goods and Services Tax Act. In all other cases, we employ the legally appropriate method for documenting sales.

2. The date of invoice issuance, the date of its receipt, and the deadlines for submission to KSeF are determined in accordance with the regulations applicable to the specific mode of operation, including the “offline24” mode and procedures to be followed during periods when KSeF is unavailable or experiencing a technical failure.

3. An additional visualisation of an invoice, made available within the Account or sent via email, is provided for the Buyer’s convenience and does not replace a structured invoice in the cases where the invoice in KSeF is the appropriate document.

4. If regulations permit the issuance of an invoice outside KSeF, we will provide such invoice to the Buyer in the required format and fulfil any obligations regarding its subsequent transmission to KSeF, should such obligations arise.

5. The Buyer must provide accurate details necessary for invoicing and to notify of any changes thereto without delay.

§ 8. Payments and the card saved to the Account

1. The Buyer may use the payment methods available at the time of placing an Order, including a payment card saved to their Account. Deferred payment is available only once a Trade Credit Limit has been granted.

2. Card payments are processed by the payment service provider specified during the payment process. Saved card details may be stored within that provider’s system, and a payment identifier is linked to the Account. We do not store CVV codes.

3. The mere saving of a card does not authorise us to charge arbitrary amounts. Every charge is made in accordance with the terms approved by the Buyer and in compliance with the payment service provider’s authorisation procedure.

4. If the chosen payment method allows for it, we may authorise or place a hold on funds up to the Order amount. In the event that the payment is declined, the provisions of clause 5 apply.

5. In the event of a payment failure, we may request that an alternative payment method be selected or may suspend the fulfilment of the Order. Any funds collected without a legal basis will be refunded.

§ 9. Trade Credit Limit and consequences of a delay

1. We may grant the Buyer a Trade Credit Limit following an assessment of our business relationship history and the timeliness of previous payments. The amount of the granted limit and the available balance are provided in the Account or communicated via a separate confirmation.

2. The payment deadline for an Order covered by a Trade Credit Limit is 14 days from the date of the invoice. The deadline is calculated in accordance with the Civil Code.

3. We may refuse to process an Order with deferred payment if its value exceeds the available portion of the limit, or if the Buyer is in arrears with the payment of previous amounts due.

4. In the event of a delay, we may claim statutory interest for late payment in commercial transactions, as well as compensation for debt recovery costs, provided that the conditions set out in the Act on Combating Excessive Delays in Commercial Transactions are met.

5. We may reduce or revoke the Trade Credit Limit in the future due to arrears in payments, a deterioration in payment reliability, or instances of abuse. This does not alter the payment due dates for previously issued invoices.

6. The granting or maintenance of a Trade Credit Limit may be made conditional upon the provision of security agreed upon with the Buyer. Following the revocation of a Trade Credit Limit, new Orders may require prepayment.

§ 10. Fulfilment and delivery execution

1. Shipments are prepared and dispatched by us or an entity acting on our behalf. Goods may be sent directly to a Recipient designated by the Buyer, also under the Buyer’s own trade name, provided that such a service is available.

2. The Buyer is responsible for the accuracy of the address and shipping details. Any reasonable costs for re-delivery resulting from an error on the part of the Buyer will be borne by the Buyer, provided that they were notified of such costs before they were incurred.

3. The estimated date of dispatch or delivery is provided at the time an Order is placed. Cut-off times for accepting Orders and the terms and conditions for additional services, where applicable, are set out in the information provided on the Platform. A binding delivery date requires an agreement between the parties.

4. In carrying out deliveries, we may use warehouses, carriers, and other subcontractors. We remain liable to the Buyer for the fulfilment of our obligations arising from the contract.

5. In transactions between business entities, the risk of accidental loss of or damage to the Goods passes to the Buyer the moment the Goods are handed over to a carrier engaged in the transport of goods, unless the parties have agreed otherwise or applicable law provides for a different outcome.

6. Upon delivery, the Buyer will examine the Goods in a manner and within a timeframe customary for items of this type, and will promptly report any identified damage or shortages. A damage report and photographs of the shipment will facilitate the processing of the claim.

§ 11. Collaboration in serving customers

1. A Buyer who resells the Goods in their own store enters into a contract with their own customer. Consequently, they are responsible to that customer for the price, product information, consumer rights, complaints, returns, and sales documentation.

2. We provide logistics services for the Buyer. In doing so, we do not become a party to the contract concluded between the Buyer and their end recipient.

3. The Buyer provides recipient data only to the extent necessary for the purpose of delivery and ensures that the provision of such data complies with personal data protection regulations. The terms governing the entrustment of data are set out in Appendix No. 1.

§ 12. Commercial returns

1. We allow Buyers to make voluntary returns of Goods under the terms and conditions set out in the Click2Drop Returns Policy, which is made available on the Platform. The standard period for requesting a return is 30 days from the date of delivery of the Goods.

2. The cost of return shipping is borne by the Buyer. We do not charge a fee for receiving and processing a commercial return. Detailed rules regarding the notification, return shipment, and settlement of a return are set out in the Returns Policy.

3. Voluntary commercial returns do not limit the rights granted to the Buyer under mandatory legal provisions, nor do they restrict claims arising from the non-performance or improper performance of the contract.

§ 13. Complaints and liability for Goods in B2B Transactions

1. Complaints regarding the Goods, shipments, or the operation of the Platform may be submitted via your Account or by email to support@click2drop.eu. The notice should allow for the identification of the Order and specify the non-compliance identified.

2. We will respond to a complaint within 14 days of its receipt. If the handling of the matter requires additional information or actions, we will notify the Buyer accordingly.

3. In transactions between business entities entering into a contract as part of their professional activity, our liability under the statutory warranty for defects in the Goods is excluded, pursuant to Article 558 § 1 of the Civil Code. This exclusion does not apply in the event of a defect being fraudulently concealed, nor in other cases specified by law.

4. The exclusion of the statutory warranty does not release us from our obligation to perform the contract, nor from liability for damage caused intentionally. Furthermore, it does not limit any rights arising from a guarantee.

5. If a manufacturer’s or other guarantor’s warranty has been provided for a Product, the terms of such warranty are set out in the warranty statement. We make available any information regarding the warranty in our possession and may facilitate the submission of a warranty claim, to the extent provided for within the scope of Order processing.

6. Provisions concerning the Buyer.

§ 14. Our liability

1. In contracts between business entities, where the transaction is of a professional nature for the Buyer, our liability for damages covers actual loss, excluding lost profits, and does not exceed the gross value of the Order to which the claim relates.

2. The limitations set forth in clause 1 do not apply to damage caused intentionally, nor to liability for which limitation or exclusion is legally impermissible.

3. We will not be held liable for the consequences of the Buyer providing incorrect data or instructions, nor for the non-performance of an obligation for which we are not responsible under applicable law.

§ 15. Termination of the Account agreement and amendments to the Terms and Conditions

1. The Account agreement is concluded for an indefinite period. The Buyer may terminate it at any time by sending a message to support@click2drop.eu. Closing an Account does not exempt the Buyer from its obligation to fulfil and settle previously concluded contracts.

2. We may terminate the Account agreement by providing 14 days' notice. In the event of a gross violation of the Terms and Conditions, serious misuse, or a security threat, we may terminate the agreement with immediate effect.

3. We may amend the Terms and Conditions due to changes in the law, the operation of the Platform, payment methods, the arrangement of deliveries, or security requirements. We communicate such changes to the Buyers on a durable medium at least 14 days in advance, unless applicable law or the need to eliminate an immediate threat requires action to be taken sooner.

4. Amendments do not affect Orders accepted before they come into effect, unless mandatory legal provisions require otherwise.

§ 16. Protection of a business entity who is a natural person

1. If a contract is entered into by a natural person in direct connection with their business activity, but the contract is not professional in nature for that person, the relevant provisions granting consumer protection apply, in accordance with the statutory criteria.

2. Within the scope covered by this protection, the provisions of the Terms and Conditions that exclude or limit the Buyer’s statutory rights, particularly those concerning withdrawal from the contract and the conformity of the Goods with the contract, do not apply.

§ 17. Personal data, governing law, and final provisions

1. Information regarding the processing of personal data is set out in the Click2Drop Privacy Policy, while the rules for the use of cookies are defined in the Click2Drop Cookie Policy. The entrustment of Recipients' data for the purpose of fulfilment services is governed by Appendix No. 1.

2. Contracts concluded on the basis of the Terms and Conditions are governed by Polish law, subject to any mandatory legal provisions.

3. Disputes between business entities, where the contract is of a professional nature for both parties, will be adjudicated by the court having jurisdiction over our registered office, unless mandatory provisions of law state otherwise.

4. The Terms and Conditions are made available free of charge on the Platform in a manner that allows users to download, save, and reproduce them. They become effective from the date they are made available on the Platform.

ATTACHMENT NR 1
RULES FOR THE ENTRUSTMENT OF RECIPIENT DATA (ART. 28 GDPR)

§ 1. Subject matter, roles, and duration of the entrustment

1. The Buyer, acting as the data controller for their end customers, entrusts the processing of data required for handling shipments to us. This entrustment remains in effect for the duration of the fulfilment services and for the time necessary to complete all related activities.

2. The entrustment includes receiving shipping instructions, preparing documents and labels, handing over the shipment to the carrier, managing delivery-related enquiries, and handling returns and logistics-related requests.

3. To the extent to which we independently determine the purposes of data processing for tax and accounting obligations, for the establishment or defence of legal claims, and the prevention of fraud, we act as a separate data controller. This entrustment does not cover such independent processing.

§ 2. Scope of data entrusted

1. The data entrusted includes information regarding the Buyer’s end customers, shipment recipients, and individuals authorised to receive shipments, specifically: first name, surname, entity name, delivery address, phone number, e-mail address, Order number, and any other information necessary for the fulfilment of a shipment or return.

2. The Buyer does not provide data belonging to special categories or data unrelated to the fulfilment of the shipment.

§ 3. Our obligations

1. We process data only upon the documented instruction of the Buyer, as provided in the Terms and Conditions, an Order, or a separate instruction, unless the law requires the data to be processed in a different manner.

2. We require authorised persons to maintain confidentiality and implement security measures appropriate to the risk, in accordance with Article 32 of the GDPR.

3. Taking into account the nature of the processing and the information available, we assist the Buyer in exercising the rights of data subjects and in fulfilling obligations related to data security, breach notification, data protection impact assessments, and consultation with the supervisory authority.

4. We notify the Buyer without undue delay of any identified breach of the protection of the data entrusted. We provide the information necessary to demonstrate compliance with Article 28 of the GDPR and facilitate the conduct of an audit, while ensuring the confidentiality and security of other customers are respected.

5. We promptly inform the Buyer if, in our opinion, a documented instruction violates personal data protection regulations. Upon the Buyer’s request, we provide the information necessary to demonstrate compliance with the provisions regarding the entrustment of data.

§ 4. Further entrustment and transfers

1. The Buyer grants general authorisation to us to engage sub-processors, including, in particular, providers of hosting, IT systems, and warehousing services. We notify the Buyer of any planned addition or replacement of a sub-processor in a manner that allows the Buyer to raise an objection before the processing begins.

2. We ensure that sub-processors are subject to data protection obligations equivalent to those set out in this Attachment. The transfer of data outside the EEA requires a legal basis in accordance with Chapter V of the GDPR.

3. A carrier which, within a given scope, processes data as an independent controller is not a sub-processor merely by virtue of delivering a shipment; its role is determined according to the actual scope and purposes of the processing.

§ 5. Termination of processing

1. Upon termination of the entrustment, we, at the Buyer’s choice, either return the data to the Buyer or delete them, including any existing copies, unless further storage is required by law.

2. Backups are deleted as part of the standard retention cycle, with no further active use of the data they contain.