TERMS AND CONDITIONS OF THE ONLINE STORE
PALCHE AGRO Sp. z o.o.
I. GENERAL PROVISIONS
1. The PALCHE online store, available at https://palche.eu (hereinafter — the "Store"), sells goods exclusively to business entities (B2B).
2. The Seller is: PALCHE AGRO Sp. z o.o., ul. Północna 3, 24-220 Niedrzwica Duża, Poland; NIP: 7133140790, REGON: 542807355, KRS: 0001196276; e-mail: info@palcheagro.pl, tel.: +48 574 610 904.
3. Buyers may only be entrepreneurs, namely a sole trader, a legal entity, and an organisational unit without legal personality to which a separate law grants legal capacity, conducting business activity in its own name.
4. Sales to consumers within the meaning of Article 221 of the Polish Civil Code are not conducted.
5. By placing an order, the Customer confirms that the purchase is made in the course of business activity of a professional nature arising from the subject of activity indicated in the CEIDG or KRS (PKD) registers. The Seller is entitled to request documentary evidence of this fact.
6. The Store does not conclude contracts with sole traders in the part in which the contract is not of a professional nature for them within the meaning of Article 385-5 of the Polish Civil Code.
7. Information published in the Store (including prices and product descriptions) does not constitute an offer but is an invitation to conclude a contract.
II. DEFINITIONS
• Customer — a business entity making a purchase in the course of business activity.
• Seller — PALCHE AGRO Sp. z o.o.
• Goods — spare parts for agricultural machinery offered in the Store.
• Contract — a contract of sale concluded between the Seller and the Customer.
• Account — the Customer's individual profile created upon registration.
III. REGISTRATION AND ACCOUNT
1. Orders may only be placed by registered and verified Customers.
2. Registration requires the provision of the following current information:
• full name of the business entity,
• NIP number (for Polish entities) or VAT number (for foreign entities),
• registered and postal address,
• contact person and e-mail address,
• information from the CEIDG or KRS register (registration number, PKD).
3. The Seller verifies the provided data through public registers (CEIDG, KRS, VIES). The Seller is entitled to request additional documents to confirm the status of the business entity.
4. The Seller is entitled, without providing reasons, to:
• refuse to create an Account,
• temporarily block or restrict access to the Store,
• cancel an Account in the event of a breach of these Terms and Conditions or the discovery of false data.
5. The Customer bears full responsibility for:
• the accuracy and currency of the registration data provided,
• maintaining the confidentiality of the Account access credentials,
• any actions taken using its Account.
6. The Customer is obliged to immediately notify the Seller of any unauthorised access to the Account.
IV. CONCLUSION OF CONTRACT AND ORDERS
1. An order may be placed:
• through the Store interface (online form),
• by email to: info@palcheagro.pl,
• by any other means agreed between the parties in writing.
2. The Customer's order constitutes an offer (proposal) to conclude a contract of sale.
3. The Contract is deemed concluded at the moment the Seller confirms the order by sending a confirmation to the Customer's e-mail address or by another agreed means. Until confirmation, the Seller is not bound by the Customer's offer.
4. The Seller is entitled to refuse to fulfil an order, in particular in the following cases:
• the ordered Goods are not in stock,
• a technical error in the stated price or product description,
• reasonable suspicion of fraud or misrepresentation,
• the Customer has outstanding overdue debts to the Seller,
• it is not possible to verify the Customer.
5. Refusal to fulfil an order shall be communicated to the Customer within a reasonable time after receipt of the order.
V. PRICES AND SETTLEMENTS
1. All prices stated in the Store are net prices (exclusive of VAT).
2. VAT shall be added to the net price in accordance with Polish law.
3. For cross-border transactions between VAT payers within the EU, the reverse charge mechanism (0% VAT on the Seller's side) may apply, provided the Customer holds a valid VAT-EU number confirmed through the VIES system. The Customer is obliged to independently declare and pay VAT in accordance with the legislation of its country of establishment.
4. Prices do not include delivery costs, which are stated separately during the order process.
5. The Seller is entitled to change prices. A price change does not affect orders that have already been confirmed.
VI. PAYMENT TERMS
1. Payment shall be made by bank transfer on the basis of an invoice.
2. The payment term is 14 (fourteen) calendar days from the date of issue of the invoice, unless a different term is agreed between the parties in writing.
3. In the event of late payment, the Seller is entitled to charge statutory interest for delay in commercial transactions pursuant to Article 7 of the Act on Counteracting Excessive Delays in Commercial Transactions, in the amount of: the NBP reference rate + 10 percentage points.
4. The Seller is entitled to suspend the fulfilment of orders in the event of late payment under any previous invoice.
5. Goods shall be dispatched after the funds have been credited to the Seller's account, unless otherwise agreed individually in writing.
6. Cash on delivery payment is permitted only under a separate written agreement between the parties.
7. In the event of the Customer's unjustified refusal to accept the Goods, the Customer shall be obliged to reimburse all costs associated with delivery and return of the Goods.
VII. DELIVERY
1. Delivery shall be effected by one of the following means:
• courier services,
• transport or logistics companies,
• self-collection at the Seller's address.
2. Self-collection address: ul. Północna 3, 24-220 Niedrzwica Duża, Poland. Collection hours: Monday – Friday, 08:00–16:00, excluding official Polish public holidays.
3. Delivery times are indicative. Exceeding the indicative delivery time shall not constitute grounds for withdrawal from the Contract or for claims against the Seller if the delay is caused by circumstances beyond the Seller's control.
4. The risk of accidental loss or damage to the Goods shall pass to the Customer at the moment the Goods are handed over to the carrier, pursuant to Article 548 Section 2 of the Civil Code.
5. Invoices shall be sent electronically to the Customer's e-mail address. Upon the Customer's written request, a paper invoice may be issued.
VIII. FORCE MAJEURE
1. The parties shall be released from liability for non-performance or improper performance of obligations caused by force majeure circumstances, i.e. extraordinary and unforeseeable events beyond the control of the parties.
2. Force majeure circumstances include, in particular: natural disasters, fires, floods, earthquakes, epidemics, armed conflicts, terrorist acts, nationwide strikes, government prohibitions or restrictions, and interruptions in electricity or telecommunications services.
3. The party invoking force majeure is obliged to:
• notify the other party within 5 business days from the occurrence of the relevant event,
• take reasonable measures to eliminate or minimise the consequences of the force majeure event,
• notify the other party of the cessation of the force majeure event within a reasonable time.
4. If force majeure circumstances persist for more than 30 calendar days, either party shall be entitled to terminate the Contract without liability for damages by sending a written notice.
IX. ACCEPTANCE AND INSPECTION OF GOODS
5. The Customer is obliged to inspect the Goods immediately upon receipt, in the manner customary for goods of that kind.
6. In the event of damage to the Goods or packaging discovered during delivery, the Customer is obliged to draw up a damage report (protocol) together with a representative of the carrier.
7. The Customer is obliged to notify the Seller in writing of any apparent defects in the Goods within 5 (five) business days from the date of receipt of the Goods. Upon expiry of this period, the Customer loses the right to rely on apparent defects.
8. Failure to notify of apparent defects within the prescribed period shall be deemed acceptance of the Goods without objection as to their visible condition.
X. COMPLAINTS
1. Complaints shall be submitted exclusively in writing (e-mail: info@palcheagro.pl) and must include:
• the order number and the date of conclusion of the Contract,
• a description of the defect or non-conformity identified,
• photographic documentation of the defect,
• the Customer's claim (replacement of goods, refund of the price, etc.).
2. The Seller shall examine the complaint within 14 (fourteen) business days from the date of its receipt and shall inform the Customer of the decision taken.
3. The Seller's liability under a complaint is limited to:
• replacement of the Goods with equivalent defect-free goods, or
• refund of the price paid for the Goods.
4. The Seller shall not reimburse costs of installation/removal, machinery downtime, or any other indirect losses within the complaint procedure.
XII. WARRANTY
1. The Seller shall be liable exclusively for material manufacturing defects in the Goods that existed at the time of their transfer to the Customer, provided the Seller or the manufacturer has given a warranty in writing.
2. The warranty shall not cover defects caused by:
• incorrect installation, configuration, or operation of the Goods,
• natural wear or damage resulting from normal use,
• incompatibility of the Goods with the technical specifications of the Customer's specific machinery,
• unauthorised modification or repair carried out without the Seller's consent,
• external mechanical damage occurring after the Goods have been handed over to the carrier.
3. If no additional warranty has been provided by the Seller or the manufacturer in writing, no warranty shall be deemed to have been given.
4. The Seller hereby excludes its liability under the statutory warranty (rękojmia) for physical and legal defects in the Goods in its entirety.
XIII. LIMITATION OF LIABILITY
1. The Seller shall not be liable for:
• loss of profit,
• downtime or failure of the Customer's machinery,
• indirect, consequential, or punitive damages of any kind.
2. The Seller's total liability to the Customer under any Contract shall be limited to the net value of the relevant Goods under that Contract.
3. The limitations of liability provided for in this section shall not apply in the event of damage caused by wilful misconduct or gross negligence.
XIV. PROVISION OF ELECTRONIC SERVICES
1. The Seller provides free-of-charge electronic services, including: maintaining the Customer's Account and the ability to place orders through the Store.
2. The Customer is obliged to:
• provide accurate and current data,
• not post content that is unlawful or infringes the rights of third parties,
• not take any actions that may disrupt the functioning of the Store.
3. Technical requirements for using the Store:
• a device with internet access,
• an up-to-date web browser (Chrome, Firefox, Edge, Safari),
• an active e-mail address.
4. Complaints regarding electronic services shall be submitted to the Seller's e-mail address and shall be examined within 14 (fourteen) days.
5. The contract for the provision of electronic services (maintenance of the Account) may be terminated by the Customer at any time by written notice, and by the Seller on the grounds provided for in these Terms and Conditions.
XV. PERSONAL DATA (RODO/GDPR)
XVI. FINAL PROVISIONS
1. The law of the Republic of Poland shall apply to Contracts concluded between the Seller and the Customer.
2. All disputes arising in connection with a Contract or these Terms and Conditions shall be resolved by a Polish court having jurisdiction over the Seller's registered seat.
3. These Terms and Conditions form an integral part of every Contract concluded through the Store.
4. The Seller is entitled to amend these Terms and Conditions for legitimate reasons (changes in legislation, technical changes, changes in the operation of the Store).
5. Customers shall be notified of changes to the Terms and Conditions by e-mail no less than 14 (fourteen) days before the new version enters into force.
6. Amendments to the Terms and Conditions shall not affect Contracts previously concluded.
7. If any provision of these Terms and Conditions is found to be invalid or ineffective under applicable law, the remaining provisions shall remain in force.
8. The language of the Contract and these Terms and Conditions is Polish. In the event of discrepancies between translations, the Polish-language version shall prevail.