GTC

General Terms & Conditions

for contracts between companies

§ 1

General & Scope

1. Operator of the website www.2-hd.eu is the company Divita Concept Sp. z o.o, Plac Kasztelański 3, 01-362 Warszawa, Poland, registered in the district court of Warszawa under the number KRS 000 793 390 and in the business directory under REGON, 383 829 664, International VAT number PL 5223163612, represented by the managing directors Tetyana Dokhvat and Stephan Montenarh.
2. The following General Terms and Conditions (GTC) apply to all of us through the website www.2-hd.eu and other, informally concluded contracts for the purchase and delivery of goods. The terms and conditions are only valid if the buyer is a company.
3. Our GTC are binding and exclusive. Divergent, conflicting or supplementary terms and conditions of the buyer, even if known, are not part of the contract, unless their validity is expressly agreed in writing. This approval requirement applies in any case, for example, even if the company Divita Concept in knowledge of the terms and conditions of the buyer, the delivery to him unconditionally.
4. With the buyer in special cases, exceptional cases and individual cases concluded agreements and side agreements and additions and changes have priority over these terms and conditions in any case. For the content of such agreement, subject to the contrary evidence, a written contract or our written confirmation is standard and shall prevail.
5. Legally relevant declarations and advertisements that are to be submitted to us by the buyer after the conclusion of the contract (for example, setting deadlines, notification of defects, declaration of withdrawal or reduction) are required to be in writing in order to be effective.
6. Any references to the application of statutory provisions are for the purposes of clarification only. The statutory provisions therefore also apply without such clarification, insofar as they are not excluded or directly changed in these General Terms and Conditions.

§ 2

Offer & Ordering Process & Contract Conclusion

1. All offers on our website www.2-hd.eu are not binding. The presentation of goods on www.2-hd.eu does not constitute an offer, but a non-binding request to the buyer to order goods and products.
2. The buyer declares his binding contract offer with the order of the desired goods. This can be done via the the contact form or by e-mail.
3. The buyer informs us about the desired products, the desired quantity, the desired form of delivery and the desired form of payment. The order receipt in our house does not represent an order confirmation and order acceptance.
4. We will confirm the order immediately.
5. If the buyer has ordered at www.2-hd.eu, he may receive an e-mail to the address specified by him, in which he is asked to confirm his order by clicking the link in the e-mail.
6. The link activation does not result in an automatic and binding order acceptance. The confirmation of receipt is only a declaration of acceptance, if we explain this explicitly.
7. All orders must be made in writing. The receipt of a telephone order is not binding for us and does not constitute acceptance on our part.
8. We are entitled to accept the contract offer in the order within three working days after receipt. The purchase contract with the buyer comes only with our acceptance. This can be explained in writing (for example, by an order confirmation) or by delivery of the goods to the buyer.

§ 3

Prices & Payment options

1. The prices published in the English version of the website www.2-hd.eu are per kilogram, in Euros (€) and ex warehouse.
2. The prices already include the statutory Polish value added tax of 23% and are shown on our invoice. If the buyer is based outside of Poland but within the European Union, he does not have to pay VAT in his home country. If the buyer is based outside the European Union, he may request a refund of the VAT paid from his competent tax authority. We exclude a claim against us for refund of value added tax.
3. The shipping costs are not included in the prices and can be checked in our FAQ. In the online ordering process, the buyer will be informed about the amount of shipping costs.
4. If the delivery is ordered to a country that is not a member of the European Union, additional costs for customs duties, fees, taxes and other public charges may be incurred in addition to the purchase and delivery price. These are not included in the price for goods and delivery and must be taken over by the buyer and paid directly to the relevant customs and tax authorities or to the other competent state institutions and authorities.
5. The buyer can pay the goods a) in cash or by credit card, if he picks up the goods directly in our warehouse at Nad Lasem Street 6, PL - 96321 Żelechów and b) pay by bank transfer, if he has booked a delivery by courier. Also, in the case of pickup in our warehouse, a payment by bank transfer is possible.
6. In the case of a bank transfer, the invoice amount must be paid in advance. The goods will be sent as soon as the payment has been received on our bank account.
7. The buyer shall be liable for all related bank charges.
8. In the case of a bank transfer, the buyer must provide the order number assigned to him with the order confirmation as well as his address. In the case of incorrect information and the resulting assignment difficulties, we are not responsible for any delays in delivery or scheduling.

§ 4

Discounts

1. We reserve the right to create seasonal promotions and occasionally distribute free products through competitions and promotions and marketing campaigns.
2. Discounts can not be combined.

§ 5

Place of Fulfillment & Delivery

1. Delivery is ex warehouse (Nad Lasem Street 6, PL - 96321 Żelechów). This address is also the legal place of performance.
2. It is up to the buyer to pick up the goods himself or to authorize a transport company of his confidence with the collection of the goods. In this case, the buyer is obliged to issue a power of attorney to his transport company, which must be presented to us and entitles the carrier to receive the goods.
3. If the buyer has ordered a delivery from us, the goods will be delivered by courier to the address specified by the buyer. Unless otherwise agreed, we are entitled to determine the nature of the shipment, in particular of the transport company, the shipping route and the packaging.
4. The delivery periods set a) when paying by bank transfer on the day of receipt of the full invoice amount and b) in case of pickup at our warehouse and payment in cash or by credit card on the day of the written delivery date of the goods.
5. For the observance of the dispatch date only the day of the transfer of goods is decisive, at which the goods were handed over by us to the transport company.
6. If no delivery period has been agreed, a shipment within five working days from the time specified in point 4 and point 5 shall be deemed agreed.
7. We are entitled to separate an order in partial deliveries. The additional shipping costs caused by this shall be borne by us unless agreed and fixed otherwise with the purchaser in writing.
8. We are not liable for the impossibility or delivery or delays in delivery, as far as these by force majeure or other unforeseen incidents at the time of conclusion of the contract (for example malfunctions of all kinds, strikes, legitimate lockouts, lack of energy or raw materials, official measures, forces of nature, wars), which we are not responsible for. If such incidents make the delivery or service considerably more difficult or impossible for us and the hindrance is not only of temporary nature, we are entitled to withdraw from the contract. In the case of obstacles of a temporary duration, the delivery or service periods shall be extended, or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable starting period. Insofar as the buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by giving us immediate written notice.
9. If we fall behind with a delivery or contractually agreed other services or becomes a delivery or service, for whatever reason, impossible, our liability is limited to damages according to § 7 (other liability) of these terms and conditions.
10. The rights of the buyer mentioned in § 7 (Other Liability) of these Terms and Conditions and our statutory rights, in particular in the case of an exclusion of the obligation to perform (for example due to the unreasonableness or impossibility of performance and / or supplementary performance) remain unaffected.

§ 6

Transfer of Risk & Warranty & Defect Notification Obligation

1. The risk of accidental loss, accidental deterioration and accidental damage of the goods is transferred at the latest with the handover to the buyer. However, in the case of a consignment purchase, the risk of accidental loss, accidental deterioration and accidental damage of the goods shall be transferred to the forwarder, the carrier or the person or entity otherwise responsible for transportation. The transfer is the same if the buyer is in default of acceptance.
2. For the rights of the buyer in case of material and legal defects (including wrong and short delivery), the statutory provisions apply, unless otherwise stated below. In all cases, the statutory special legal provisions on final delivery of the goods to a consumer remain unaffected.
3. If the purchase is a commercial transaction for the buyer, the buyer must inspect the delivered goods immediately after delivery and, if a defect shows up, notify us immediately (Obligation to Inspect and Notify). The delivered goods shall be deemed as approved by the buyer if a defect does not appear in the case of a) obvious defects (including wrong and short delivery) within seven working days after delivery or b) other defects within seven working days after detection of the defect in writing. Deadline is sufficient for the timely dispatch. If the buyer fails to properly examine and / or report a defect, our liability for the non-indicated defect is excluded.
4. The buyer must give us the necessary time and opportunity for the owed supplementary performance, in particular to hand over the rejected goods for examination purposes. In case of replacement deliveries, the buyer has to return the defective item according to the legal regulations.
5. The expenses required for the purpose of testing and supplementary performance, in particular transport, road, labor and material costs, are borne by us when there is actually a defect. However, if a defect removal request of the buyer turns out to be unjustified, we may demand compensation by the buyer for any costs incurred.
6. Claims of the buyer for damages or compensation for futile expenses exist only in accordance with the legal regulations and are otherwise excluded.
7. A delivery of used items agreed with the buyer is made under exclusion of any warranty for material defects.

§ 7

Other liability & Retention of Title

1. Unless otherwise stipulated in these GTC, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant legal rules of Polish and European law.
2. For whatever legal reason, we are liable for damages for intent and gross negligence. In the case of simple negligence, we shall be liable only for damages resulting from injury a) to life, limb or health and b) an essential contractual obligation (obligation to the fulfillment of which makes the proper execution of the contract possible and whose compliance the contracting party regularly relies on and may trust).
3. In the case of simply negligent breaches of duty, our liability is limited to damages which we foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which we should have foreseen by applying due diligence. Indirect damage and consequential damage, which are the result of defects in the delivered goods, are also only eligible, as far as such damages are typically expected under normal use of the delivered goods.
4. The above mentioned exclusions and limitations of liability apply to the same extent in favor of our institutions, our legal representatives, our employees and other vicarious agents.
5. The liability limitations resulting from the above-mentioned limitations of liability do not apply insofar as we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Law.
6. Further liability for damages as provided for in paragraphs 1 to 3 is - without regard to the legal nature of the asserted claim - excluded. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for material damage according to the Commercial Law.
7. We are not liable for the functioning of data networks, servers or data lines to a data center and the constant availability of our website.
8. Due to a breach of duty not existing in a defect, the buyer can only resign or cancel if we are responsible for the breach of duty. Incidentally, the legal preconditions and legal consequences apply.
9. We reserve the ownership of the goods until full payment of the purchase price.
10. The goods subject to retention of title may not be pledged to third parties or transferred as collateral before full payment. The buyer must notify us immediately if and insofar as third party occurs access to the goods belonging to us. The buyer is authorized to resell the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply: a) The buyer hereby assigns the claims against third parties, arising from the resale of the goods, to us as security. We accept the assignment. The above-mentioned obligations of the buyer also apply with regard to the assigned claims. b) The buyer is authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, does not default on payment, has not applicated for the opening of insolvency proceedings and has no other lack of performance. If this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors (third parties) of the assignment. In addition, in this case, we are entitled to revoke the purchaser's authority to resell and process the goods subject to retention of title. c) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon request of the buyer.

§ 8

Limitation & Place of Jurisdiction

1. The general limitation period for claims for defects is 12 months, calculated from the transfer of risk.
2. The period of limitation in the event of a delivery recourse for claims in rem of third parties as well as for the aforementioned claims for damages remains unaffected. In these and other cases, only the statutory limitation periods apply.
3. For these GTC and all legal relationships between us and the buyer, the law of the Republic of Poland applies to the exclusion of international uniform law, in particular the UN Sales Convention. The prerequisites and effects of the retention of title are subject to the law at the respective location of the object, insofar as the choice of law in favor of the Polish law is inadmissible or ineffective thereafter.
4. If the buyer is a merchant within the meaning of the Code of Commercial Law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship - also international - is our place of business in Warszawa, Poland. However, we are also entitled to bring an action at the general legal venue of the buyer. Mandatory legal provisions on exclusive jurisdictions remain unaffected by this provision.