These Rules and Regulations set out the general terms and conditions for the provision of services by electronic means via the B2B Platform hosted on the Internet domain at https://phillips-europe.com by Phillips Poland sp. z o. o.

§1. Definitions

1. Delivery – an actual act of delivering the Goods specified in the order to the Customer by the Service Provider. Delivery is carried out with the assistance of the Service Provider.

2. Supplier – any entity carrying out the Delivery of Goods to the Customer on behalf of the Service Provider – including courier companies and operators of postal boxes (automated parcel machines).

3. Customer – an entity with whom the Service Provider concludes a Sales Contract or for whom it performs other Services provided through electronic means. The Customer may only be an Entrepreneur

4. or an Sole Trader, excluding natural persons performing a legal action not directly related to their economic or professional activity (consumers within the meaning of Art. 221 of the Act of 23 April 1964 – the Civil Code.

5. Customer Panel – an individualised Customer account created as a result of Registration, enabling the Customer to conclude Contracts for the sale of Goods offered on the B2B Platform with the Service Provider and to use the functionality of the said Platform.

6. B2B Platform – a collection of websites operated under the domain https://store.phillipspoland.pl, by means of which the Service Provider renders Services provided by electronic means and concludes Sales Contracts according to the Rules and Regulations.

7. Entrepreneur – a natural person, a legal person or an organisational unit without legal personality, to which the Act grants legal capacity, running a business or professional activity in its own name and concluding a contract of provision of services by electronic means or a Sales Contract with the Service Provider, which are directly related to the business or professional activity of that person or unit.

8. Sole Trader – a natural person concluding a contract with the Service Provider for the provision of electronic services or a Sales Contract directly related to his/her business activity, if it results from the content of this contract that it is not of a professional nature for this person, in particular resulting from the subject of his/her economic activity, made available on the basis of the provisions on the Central Register and Information on Economic Activity.

9. Rules and Regulations – these rules and regulations.

10. Registration – an action carried out by the Customer in compliance with the procedure set out in the Rules and Regulations, required for the use of the B2B Platform by the Customer.

11. Goods – a product offered by the Service Provider to the Customers to be sold on the B2B Platform.

12. Sales Contract – a contract for the sale of Goods concluded between the Service Provider and the Customer remotely via the B2B Platform.

13. Services provided by electronic means – include the maintenance of the individual Customer Panel by the Service Provider, dealing directly with the Customer with a view to agreeing the terms and conditions of the contract and delivery, concluding these contracts and communicating with the Customer on their performance.

14. Service Provider – means Phillips Poland sp. z o. o. with its registered office in Chechło Pierwsze 95-082, ul. Zwycięstwa 32, Poland, Tax Identification Number (NIP): 7010644754, National Business Registry Number (REGON): 366145172, entered in the Register of Entrepreneurs of the National Court Register, National Court Register (KRS): 0000654066, e-mail: sekretariat@phillips-europe.com, which is also the owner of the B2B platform.

§2. General Provisions

1. All rights to the B2B Platform – including economic author’s rights, intellectual property rights to the name, internet domain, code of the B2B Platform, as well as to the templates, forms, logos, tables and images posted on the B2B Platform belong to or are granted to the Service Provider and may only be used by the Customer in the manner and to the extent necessary to use the B2B Platform according to the Rules and Regulations.

2. The B2B Platform can be accessed via the Internet. The minimum technical requirements to use the B2B Platform include a web browser which accepts cookies and an Internet connection.

3. Services provided by electronic means may be provided and Sales Contracts may be concluded by the Service Provider both for the benefit of the Customer who has completed a Registration on the B2B Platform, as well as for the Customer who has not completed a Registration. In any case, in order to use the services and perform the Sales Contract, it is necessary for the Customer to have an active e-mail account.

4. Services provided by electronic means may be rendered and Sales Contracts may be concluded by the Service Provider both for the benefit of the Customer who has completed a Registration on the B2B Platform, as well as for the Customer who has not completed a Registration. In any case, in order to use the services and perform the Sales Contract, it is necessary for the Customer to have an active e-mail account.

5. The Customer is obliged to refrain from using the B2B Platform for purposes not directly related to the use of the services offered by the Service Provider through this Platform and the conclusion of Sales Contracts under the terms and conditions set out in the Rules and Regulations. In particular, the Customer is forbidden to carry out, through or by means of the B2B Platform, any activity that infringes the interest of the Service Provider, any activity that is unlawful or immoral, any activity that infringes the personal rights of third parties, as well as his/her own promotional and advertising activity. The infringement of the rules of use of the B2B Platform is also considered to be the placing of orders using the personal data of another entity or in a manner justifying the suspicion of the use of tools automating the process of order placement.

6. The use of the B2B Platform, including the contact form, by the Customer is free of charge.

7. The provision by the Customer of incorrect personal data, registration data, tax identification number, as well as address, telephone or contact data may prevent or hinder the performance of the Sales Contract and any other Services provided by electronic means. The Customer shall be solely responsible for any damage resulting therefrom.

8. By using the Services provided by electronic means or concluding a Sales Contract, the Customer declares that the latter has the status of Entrepreneur or Sole Trader and that there are no grounds for considering him/her as a consumer.

§3. Registration on the B2B Platform

1. For the purpose of creating and configuring the individual Customer Panel, the Customer should complete the Registration by filling in the registration form made available on the B2B Platform and sending it by electronic means using the appropriate function in the registration form.

2. Registration requires that the Customer accepts that he/she is familiar with the Rules and Regulations and undertakes to adhere to their provisions, which is done by ticking the appropriate box on the registration form.

3. Once a correctly completed registration form has been sent to the Service Provider, the Customer shall receive a return confirmation of the Registration. The confirmation shall be delivered by e-mail to the e-mail address specified by the Customer in the registration form. The delivery of the confirmation to the Customer is tantamount to concluding a contract for electronic provision of the Customer Panel, to which the Customer simultaneously gains an access and the possibility to make amendments to the data provided during the Registration.

4. Registration and maintenance of the Customer Panel are free of charge.

§4. Placing Orders

1. The information and descriptions of the Goods provided on the B2B Platform constitute an invitation to submit offers by the Customer. The submission of offers by the Customers takes place by placing orders via the B2B Platform. The placing of orders via the B2B Platform is possible 24 hours a day, 7 days a week.

2. For the purpose of placing a sales order by the Customer, it is necessary to select the Goods and to activate the “Add to basket” function, after which, within the “Basket” function, it is necessary to select the method of Delivery and the method of payment. The order is deemed to be placed when the Customer activates the “Order and Pay” function.

3. In case of limited availability of the Goods ordered by the Customer from the Service Provider, the Customer shall be informed accordingly at the latest when placing the order.

4. Prior to approving the order, the Customer should complete and verify the correctness of the data for Delivery and the data for issuing an invoice documenting the sale of the Goods.

5. Once the Customer has placed an order, the Service Provider shall deliver to the Customer at the e-mail address specified by the Customer a confirmation of receipt of the order, which means that the Service Provider shall proceed to verify the possibility of the fulfilment of that order. The Contract of Sale is concluded when the Service Provider notifies the Customer that the order has been accepted for fulfilment.

6. Once a Sales Contract has been concluded, the Service Provider shall confirm the detailed terms and conditions of the Contract to the Customer by sending the relevant information to the Customer’s e-mail address specified during the Registration or Ordering process.

7. Where the Entrepreneur or Sole Trader is a VAT payer and required by law, the transaction may be subject to a specific VAT settlement through the application of the split payment mechanism.

§5. Payments

1. The prices of the Goods on the B2B Platform are expressed in Euros (EUR) and include the Waste Management Costs. The prices of the Goods do not include information about the costs of their Delivery or any other additional costs that the Customer shall be obliged to bear in the performance of the Sales Contract, which information shall be presented to the Customer at the latest when placing the order.

2. The Service Provider permits the following methods of payment: bank transfer, credit card or bank transfer using an external payment system.

3. The Customer shall make payment for the order within [time limit] from the date of the notification by the Service Provider to the Customer that the order has been accepted for fulfilment – provided that the payment shall be deemed to have been made when the funds are credited to the bank account of the Service Provider.

4. In case of a failure of the Customer to make payment within the time limit referred to in the preceding paragraph or if the Customer specifies erroneous data preventing the performance of the Sales Contract, the Service Provider is entitled to withdraw from this contract on the basis of Art. 492 of the Civil Code. In the event that the Service Provider exercises this right, the Service Provider shall deliver a statement of withdrawal to the Customer at the e-mail address specified by the Customer in the registration form (if the purchase has been made using the Customer Panel) or in the order form (if the purchase has been made by the Customer who is not registered).

5. The Customer authorises the Service Provider to issue an electronic invoice documenting the sale of the Goods which does not contain the recipient’s signature and to deliver the invoice to the e-mail address specified by the Customer.

§6. Delivery

1. Delivery shall only be made in the territory of the Republic of Poland in the manner selected by the Customer when placing the order.

2. Information on the expected delivery time is included in the B2B Platform separately for each order.

3. The Customer is obliged to examine the Goods delivered to the latter at the time and in the manner usual for shipments of a given type and immediately notify the Service Provider of defects in the Goods.

§7. Liability for Defects in the Goods

1. The Goods delivered are free from any physical or legal defects, unless otherwise expressly stated in the description of the Goods.

2. In case of a defect in the Goods, the Customer shall be entitled to resort to the remedies provided for by generally applicable law, i.e.:

   1. make a declaration of price reduction or withdraw from the Sales Contract, unless the Service Provider immediately and without undue inconvenience for the Customer replaces the defective Goods with the defect-free goods or removes the defect – provided that this limitation shall not apply if the Goods have already been replaced or repaired by the Service Provider or the Service Provider failed to satisfy the obligation to replace the Goods with the defect-free goods or remove the defects. The Customer may, instead of the removal of the defect proposed by the Service Provider, demand the replacement of the Goods with the defect-free goods or, instead of the replacement of the Goods, demand the removal of the defect, unless bringing the Goods into conformity with the contract in the manner chosen by the Customer is impossible or would require excessive costs in comparison with the manner proposed by the Service Provider. When assessing the excessive costs, the value of the Goods free from defects, the type and significance of the defect found shall be taken into account, as well as the inconvenience to which the Customer would be exposed by any other method of satisfaction;

   2. request that the defective Goods be replaced with defect-free Goods or that the defect be removed. The Service Provider is obliged to replace the Defective Goods with defect-free Goods or remove the defect within a reasonable time without undue inconvenience for the Customer. However, the Service Provider may refuse to satisfy the Customer’s request if bringing the Defective Goods into conformity with the Sales Contract in the manner chosen by the Customer is impossible or would require excessive costs in comparison with the other possible manner of bringing them into conformity with the Sales Contract. The costs of repair or replacement shall then be borne by the Service Provider.

3. The costs of handling a complaint submitted by a Customer who is an Sole Trader (including the cost of delivering the Goods under complaint to the Service Provider as well as sending them back to the Customer) shall be borne by the Service Provider.

4. Complaints regarding the Goods or the provision of services by electronic means may be made by the Customer to the Service Provider at any time in writing by sending an appropriate letter to the address of the Service Provider or in electronic form via the contact form available on the B2B Platform or via e-mail.

5. The Service Provider shall respond to the complaint within 14 days from the date on which the request containing the complaint is served on the latter.

§9. Right of Withdrawal from the Sales Contract

1. The Customer who is an Sole Trader may withdraw from the Sales Contract for the Goods concluded with the Service Provider remotely via the B2B Platform within 14 days. The period for exercising the right of withdrawal from the Sales Contract shall start from the taking possession of the Goods by the Sole Trader or a third party other than the carrier specified by the Sole Trader, and in the case where the Sales Contract includes multiple Goods that are delivered separately, in batches or in parts – from the taking possession of the last Good, batch or part. For other contracts – from the date of their conclusion.

2. The Sole Trader may exercise the right to withdraw from the Sales Contract by submitting an appropriate declaration of withdrawal to the Service Provider. The declaration may be made in writing using the form, an example of which has been provided by the Service Provider on the B2B Platform, or by using the contact form available on the B2B Platform. It is sufficient to meet the time limit if the declaration is made in writing or in an electronic form before the expiry of the time limit. The use of the electronic form is tantamount to the Customer’s authorising the refund to the bank account and does not incur any additional costs for the Sole Trader. The Service Provider shall immediately acknowledge to the Sole Trader the receipt of the declaration of withdrawal.

3. In case of an effective withdrawal from the sales contract, it shall be deemed not to have been concluded

4. If the Sole Trader has made a declaration of withdrawal from the sales contract before the Service Provider has accepted his/her offer, the offer shall cease to be binding.

5. The Service Provider shall promptly, but not later than within 14 days of receipt of the declaration of the Sole Trader to withdraw from the sales contract, refund to the latter all payments made by the latter, including the cost of Delivery of the Goods. However, the Service Provider may withhold reimbursement of payments received from the Sole Trader until the Goods have been returned or the Customer has provided evidence of the Goods having been returned – whichever event occurs first.

6. If the Sole Trader exercising the right of withdrawal has chosen a method of delivery of the Goods other than the least expensive usual method of delivery offered by the Service Provider, the Service Provider shall not be obliged to reimburse the Sole Trader for the additional costs incurred by the latter.

7. The Sole Trader is obliged to return the Goods to the Service Provider without delay, which should take place no later than within 14 days from the date of withdrawal from the sales contract. It is sufficient to send the Goods back to the address of the Service Provider before the expiry of this time limit to meet the it. In the case of withdrawal, the Customer who is the Sole Trader shall bear only the direct costs of returning the Goods.

8. If, due to its nature or properties, the Goods cannot be returned by regular mail, the Service Provider shall notify the Sole Trader of the cost of returning the Goods via the B2B Platform.

9. The Sole Trader shall be liable for any diminished value of the Goods resulting from their use beyond what is necessary to establish the nature, properties and functioning of the Goods.

10. The Seller shall refund payments using the same means of payment as used by the Sole Trader, unless the latter has expressly agreed to a different refund method which does not incur any costs for the Sole Trader.

11. The right of withdrawal from the sales contract shall not apply to the Sole Trader with respect to contracts whose subject matter is:

1. 1. an item delivered in a sealed package which cannot be returned after opening for health or hygiene reasons, if the package has been opened once delivered;

   2. audio or visual recording or software delivered in sealed package if the package is opened once delivered;

   3. a non-prefabricated item produced to the specifications of the Sole Trader or to meet his/her individual needs.

§10. Data Protection and Privacy Policy

Detailed information on data protection and privacy policy can be found in a separate document posted on the B2B Platform.

§11. Termination of the Contract for the Provision of Services by Electronic Means

1. The Customer may terminate the contract for the provision of services by electronic means with regard to the maintenance of the Customer Panel. The contract may be terminated at any time and without stating reasons by submitting to the Service Provider an appropriate declaration of intent in writing or by using any means of remote communication enabling the Service Provider to become aware of the content of this declaration of intent. Furthermore, the termination of the contract in the aforementioned scope shall result in the Customer ordering the deletion of the Customer Panel by activating the relevant function on the B2B Platform.

2. The Service Provider may terminate the contract for the provision of services by electronic means for the maintenance of the Customer Panel at any time due to the infringement by the Customer of the rules for the use of the B2B Platform set out in these Rules and Regulations. The Service Provider may terminate the contract by sending an appropriate declaration of intent to the Customer at the e-mail address provided by the Customer during the Registration process.

3. The termination of the contract for the provision of services by electronic means by the Service Provider shall not affect the Sales Contracts concluded with the Customer up to the date of termination, which shall remain binding on the parties to those Contracts.

§12. Final Provisions

1. In relation to the Customers who are Entrepreneurs (excluding Sole Traders), the Service Provider is liable for non-performance or improper performance of the contract only in the case of intentional damage and within the limits of the actual loss suffered by the Customer.

2. In case of a dispute arising on the basis of the Sales Contract or the rendering of Services provided by electronic means, the parties shall seek to resolve the dispute amicably. The law governing the settlement of disputes arising from the relations defined in the Rules and Regulations shall be the law of the Republic of Poland.

3. The Service Provider reserves the right to amend the Rules and Regulations. All contracts for the provision of services by electronic means concluded before the date of entry into force of the new Rules and Regulations are implemented on the basis of the Rules and Regulations as in force on the date of conclusion of this contract. Within 7 days before the new Rules and Regulations come into force, the Service Provider shall inform the Customer about the amendments to the Rules and Regulations, and shall do so by means of a message sent by e-mail to the Customer’s e-mail address. Amendments to the Rules and Regulations shall come into force within 7 days of their announcement on the B2B Platform or notification of their content to the Customer – whichever is earlier. If the Customer does not accept the new content of the Rules and Regulations, he/she should notify the Service Provider, which results in the termination of the contract for the provision of services by electronic means under the terms of §11.1 of the Rules and Regulations.

4. The Rules and Regulations shall enter into force on 08/01/2023.