I. GENERAL PROVISIONS

1. These General Terms and Conditions of Sale (hereinafter: GTCS) define the rules for concluding sales agreements for goods and services by Baycos company (hereinafter: the Company) with entrepreneurs, i.e., entities entering into an agreement in connection with their business activities (hereinafter: the Purchaser), excluding natural persons and natural persons entering into an agreement directly related to their business activities, provided that the agreement does not have a professional character for that natural person as indicated in the agreement.
2. The GTCS constitute an integral part of all sales agreements concluded by the Company, unless different arrangements from the provisions of the GTCS have been made between the parties to the agreement. Any deviation from the application of these GTCS requires an electronic form, documentary form, or written confirmation of the deviation by the Company under pain of invalidity. Failure by the Company to recognize conditions different from these GTCS means that those different conditions do not bind the Company, even if the Company has not expressly objected to the content of those conditions.
3. Deviations or supplements to these GTCS, business conditions used by the Buyer, are not considered valid, even if they have been provided to the Company in a confirming document or in any other way. They are binding only when the Seller explicitly and in writing agrees to the application of different conditions.
4. If the GTCS have not been attached to the offer, order confirmation, or agreement, the Purchaser is bound by the content of the GTCS as published at the link provided: https://www.baycos.com/general-terms-of-sale/
5. Placing an order by the Purchaser means that the Purchaser has accepted the content of the GTCS. If the provisions of the GTCS conflict with the content of the offer, order confirmation, or agreement, then the content of the offer, order confirmation, or agreement shall prevail.
6. If the Buyer disagrees with the GTCS, the Buyer is obligated to inform the Seller of this before placing an order.
7. At the request of the Seller, the Buyer is obligated to provide verification documents regarding the activities of its entity, including the authorization to place orders, if it is not evident from the registration documents. Sending these documents is equivalent to ensuring that the data contained in these documents is up to date. The Buyer consents to the processing of their personal data by the Seller for the purpose of order fulfillment, in accordance with the currently applicable regulations in this regard.

II. OFFER AND SCOPE OF DELIVERY

1. Announcements, advertisements, price lists, and other information provided by the Company, addressed to the general public or to individual persons or entities, shall not be considered an offer, but rather an invitation to enter into an agreement in case of doubt.
2. A sales agreement is concluded based on an order placed in any form with the Company.
3. The agreement is considered concluded at the moment when the Company provides the Buyer with a confirmation of the order given to the Company.
4. Any oral agreements, including telephone orders, as well as their amendments, supplements, or the cancellation of delivery, require confirmation by the Company in a written or documentary form under the pain of invalidity. Orders can also be placed via email and WhatsApp.
5. The subject matter and scope of the agreement are determined based on the order confirmation by the Company, as referred to in point 2.
6. The Seller may refuse to accept an order if the Buyer is in arrears with payments for previous obligations to the Seller.

III. PRICES AND PAYMENTS

1. The prices set by the Company do not include packaging, transportation, customs duties, or insurance costs. The value-added tax (VAT) is added to the prices in accordance with the applicable rate at the time of the agreement.
2. The Buyer is not entitled to set off any claims against the Company from any source.
3. The Buyer does not exclude the right to unilaterally set off mutual receivables against the Seller in case of any claims that can be offset, based on recorded documents.
4. In the event of cancellation or non-acceptance of goods confirmed by the Company by the Buyer, the Company may demand compensation for the resulting damage, amounting to 20% of the net value of the unfulfilled order.
5. Any additional costs arising from changes to the order in relation to the offer, in particular a reduction in quantity, accelerated order fulfillment, additional services, shall be proportionally borne by the Buyer.
6. In case of payment delay, the Seller may suspend deliveries or charge interest on arrears at the statutory rate, calculated from the day following the payment due date specified in the order or invoice.
7. Payment is deemed to have been made when the funds are credited to the Seller’s bank account.
8. Invoices are issued in accordance with the arrangements with the Buyer in paper form or based on a separate agreement in electronic form.
9. The Buyer should verify whether they are authorized to sell the goods in the market in which they intend to sell them. The Buyer bears full and exclusive responsibility for any violations and releases the Seller from any liability in this regard.
10. Prices for goods and/or services offered by the Company, expressed in a currency, are converted according to the average selling rate of the relevant currency from the Google on the day preceding the date of issuing the invoice, unless otherwise indicated in the offer.
11. Upon taking delivery, the Buyer assumes responsibility for the goods.
12. The Seller is not responsible for delays in delivery caused by the carrier.
13. Changes to the provisions from point 6 to 12 require a written agreement under the pain of invalidity.

IV. DELIVERY DEADLINES

1. The delivery date is determined by the Company in the order confirmation sent to the Buyer and means the time for preparing the goods for collection from the Company’s warehouse – in the case of personal collection by the Buyer or the time of sending the goods to the address specified by the Buyer, in accordance with the arrangements made between the parties.
2. The delivery time is extended by the duration of any obstacles resulting from circumstances beyond the control of the Company, for which the Company is not responsible, such as late delivery of goods by the Company’s suppliers, force majeure events, unforeseen disruptions in the Company’s operations, transport damage, etc. The Company will inform the Buyer of the occurrence of such an obstacle and specify a new delivery deadline.
3. The Buyer is obliged to accept the ordered goods within the specified period. In the event of a delay in accepting the goods, the Company has the right to charge the Buyer for storage costs and other costs resulting from the delay in accepting the goods, or the Company may place the goods in storage at the Buyer’s expense and risk.
4. Failure to accept or refusal to accept the goods ordered by the Buyer within the agreed time entitles the Seller to charge the Buyer for the costs of order handling, including storage fees of 5 euros per pallet per day, until the order is accepted.
5. After 6 days from the scheduled delivery date, the Seller has the right to issue an invoice for the order handling, payable within 7 days of its delivery.
6. The Seller is fully responsible for the goods until they are released from the warehouse.
7. In the event of delivery of the goods to the carrier, responsibility for the goods passes to the carrier until they are delivered to the Buyer.
8. In such a case, the Seller is not responsible for the loss, damage, or any delay in the delivery of the shipment.
9. Upon taking delivery, the responsibility for the goods is transferred to the Buyer.
10. The Seller is not responsible for delivery delays caused by the carrier.
11. Changes to the provisions from point 6 to 10 require a written agreement under the pain of invalidity.

V. PASSING OF RISK AND ACCEPTANCE

1. The risk of accidental loss or damage to the goods passes to the Buyer upon the delivery of the goods. The delivery of the goods also includes the moment when the Buyer is informed about the readiness of the goods for collection – in the case of personal collection by the Buyer from the Company’s warehouse and when the goods are entrusted to the carrier by the Company.
2. The Seller’s liability under warranty is excluded.
3. All reservations must be reported within 48 hours from the time of delivery. The Company reserves the right not to accept reservations.
4. The Company shall not be liable for unintentional breaches of obligations. The preceding sentence applies in the event of a breach of obligations by persons through whom the Company performs the delivery.
5. The Company’s liability towards the Buyer, regardless of its legal basis, is limited – both for an individual claim and for all claims in total – to the amount paid by the Buyer. The Company is liable towards the Buyer only for willful misconduct and gross negligence and is not liable for lost profits.

VI. RETENTION OF TITLE

1. The Company reserves the right to ownership of the delivered goods until the Buyer pays the full purchase price. Until the transfer of ownership of the goods to the Buyer, the delivered goods may not be encumbered with security interest by the Buyer, nor may they be pledged (including registered pledges). In the event of the goods being taken or disposed of by a third party, the Buyer is obliged to immediately inform the Company about this fact.
2. In the event of actions or omissions of the Buyer that are inconsistent with the agreement and these GTCS, in particular in the event of a payment delay, the Company is entitled to repossess the delivered goods after prior notice, and the Buyer is obliged to surrender them. The exercise of the rights resulting from the retention of title or the taking of the goods by the Company does not mean the Company’s withdrawal from the agreement.

VII. CONTRACTUAL PENALTIES

1. Regardless of the provisions of point III, item 3 of the GTCS, the Company has the right to charge the Buyer with a contractual penalty in the event of withdrawal from the agreement by either party due to the fault of the Buyer, in the amount of 10 to 50% of the net value of the order.
2. If the contractual penalty does not cover the incurred damage, the Company has the right to seek additional damages on general terms.

VIII. FINAL PROVISIONS

1. The place of performance of the agreement for all obligations is the registered office of the Company.
2. In the event that these GTCS have been formulated in a language other than English, in case of a dispute, the English version of the GTCS shall apply.
3. By accepting these GTCS, the Buyer consents to the processing of their personal data by the Seller and entities acting on its behalf, both in USA and abroad, in connection with the execution of sales agreements for products offered by the Seller.
4. The Buyer may not, without the Seller’s consent, disclose knowledge and information obtained as a result of commercial contacts with the Seller to third parties in matters covered by trade secrets.
5. The Buyer will not, during the term of the agreement and after its termination, disseminate, disclose, or use any information that does not constitute the Seller’s trade secret but whose dissemination, disclosure, or use could in any way harm the reputation or otherwise damage the Seller.
6. Changes to the GTCS require a written agreement under the pain of invalidity, but they will not affect orders placed before such changes, which will be executed on the previous terms.
7. All disputes arising between the parties will be settled in accordance with the provisions of UK law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on April 11, 1980.
8. The invalidity of individual provisions does not affect the validity of the remaining provisions of the GTCS.
9. The parties will seek an amicable resolution of any disputes arising in connection with the performance of agreements covered by these terms and conditions.
10. Any disputes arising from the agreements concluded between the Company and the Buyer, as well as related to them, will be considered exclusively by the court having jurisdiction over the registered office of the Company.
11. These General Terms and Conditions of Sale are effective from November 1, 2023.