Terms of cooperation

Micros sp. j. W. Kędra i J. Lic Selling Rules and Regulations for domestic and foreign customers

§1 GENERAL PROVISIONS

1. These Terms and Conditions shall govern use of the micros.com.pl the Trading Platform by all Users.

2. The Terms and Conditions stated herein set forth: the conditions of concluding and terminating Product Sales Agreements, the course of the complaints procedure as well as the type and scope of electronic services rendered through the micros.com.pl the Trading Platform, the conditions of rendering the electronic services and the conditions for concluding and terminating electronic services agreements.

3. By using the Electronic Services available through the Trading Platform located at micros.com.pl, the User agrees to be legally bound and to abide by these Terms and Conditions.

4. To all matters not settled herein, the following provisions of Polish law shall apply:

4.1. Act on Rendering Electronic Services of 18 July, 2002,

4.2. Provisions of the Civil Code Act of 23 April, 1964

4.3. and all other applicable provisions of Polish law.

§2 DEFINITIONS FOR THESE TERMS AND CONDITIONS

1. CONTACT FORM – shall refer to the electronic form available on the website micros.com.pl that allows you to send a message to the MICROS Sp.j.

2. REGISTRATION FORM − shall refer to the electronic form available at micros.com.pl required for Account registration.

3. ORDER FORM – shall refer to the electronic form available at micros.com.pl, required for Order placement.

4. CUSTOMER – an Entrepreneur and at the same time a User who intends to conclude or has concluded a Sales Agreement with MICROS sp.j.

5. ACCOUNT – shall refer to the assigned individual username (login name) and password providing access to an organised collection of digital content, including details for individual orders, stored on the MICROS Sp.j. ICT-System.

6. PRODUCT – shall refer to any movables available at micros.com.pl and covered by a Sales Agreement concluded between the Customer and the MICROS Sp.j.

7. NEWSLETTER – an Electronic Service that allows the User to subscribe to and receive free information from MICROS sp.j. regarding the Trading Platform and the Products available on it to the e-mail address provided by the User.

8. ENTREPRENEUR – a natural person, legal person and organisational unit referred to in art. 331 of the Civil Code (i.e. an organisational unit that is not a legal person, to which the act grants legal capacity), conducting business or professional activity on its own behalf.

9. TERMS AND CONDITIONS − shall refer to the Terms and Conditions contained herein.

10. TRADING PLATFORM − shall mean the MICROS Sp.j. online Trading Platform located at micros.com.pl.

11. MICROS Sp.j. – seller and service provider – MICROS sp.j., W. Kędra i J. Lic entered into the Register of Entrepreneurs by the District Court Kraków Śródmieście in Kraków, 9th Commercial Division of the National Court Register under the number KRS: 0000021932, place of business and address for service: ul. Emila Godlewskiego 38, 30-198 Kraków, Poland, tax identification number NIP: 6770044350, statistical number REGON: 350533840, email address: bok@micros.com.pl

12. SALES AGREEMENT – shall refer to any Product Sales Agreement concluded between the Customer and the MICROS Sp.j. through the Trading Platform.

13. ELECTRONIC SERVICES – shall refer to the services provided electronically by the MICROS Sp.j. via the Trading Platform.

14. USER − shall refer to any natural person, a corporate or non-corporate entity granted full legal capacity under imperative provisions of law, using the Electronic Services.

15. ORDER – shall refer to the Customer’s declaration of intent to enter into a Product Sales Agreement with MICROS Sp.j.

§3 PRODUCT AND ORDER INFORMATION

1. MICROS sp.j. through the Trading Platform www.micros.com.pl conducts wholesale of Products via the Internet, exclusively for Entrepreneurs.

2. Products offered through the Trading Platform are new, in accordance with the contract and have been legally introduced onto the Polish market. 

3. The information provided at micros.com.pl does not constitute an offer as defined by applicable law. By placing an Order, the Customer makes an offer to buy a selected Product under the terms set forth in the Product description.

4. The price of the Product shown on the Platform's website is given in Polish zlotys (PLN), euros (EUR) or dollars (USD) and is a net value (excluding VAT). The price also does not include delivery costs.

5. If the time between the date of conclusion of the contract and the date of delivery of the Products to the Customer is more than 14 days, MICROS sp.j. is entitled to apply current prices no later than on the day of handing over the goods to the carrier.

6. If the time between the release of the Product and the payment exceeds 30 days, MICROS sp.j. is entitled to index the price according to the current, average exchange rate of the US dollar or EURO on the payment date, according to the NBP table, depending on which of these currencies the Product delivered to the Customer was purchased in.

7. In the case of special packaging, MICROS sp.j. reserves the right to add the price for packaging separately.

8. Orders can be placed through the:

8.1. through the website 24 hours a day all year round, by completing an Order Form at micros.com.pl

8.2. via e-mail at: bok@micros.com.pl or sales // micros.com.pl (for export)

8.3. via  the number: +48 12 636 95 66

9. In order to place an Order, the Customer is required to register an Account in the Trading Platform.

10. The condition for placing an Order on the Platform by the Customer is to read the Regulations and accept its provisions at the time of placing the Order.

11. MICROS sp.j. executes Orders placed from Monday to Friday from 8:00 to 16:00 on working days. Orders placed on business days after 16:00, on Saturdays, Sundays and holidays, will be considered on the next business day.

12. Products on promotion (sale) have a limited number of items and Orders for them will be processed in the order in which they are received until the stock of a given Product is exhausted.

13. Orders via the Platform may only be placed by persons duly authorised by the Customer to perform this activity.

14. MICROS sp.j. enables the Customer to get acquainted with the samples of the Products. The samples delivered to the Customer remain the property of MICROS sp.j. and may not be transferred to third parties without the consent of MICROS sp.j.. The costs of delivering the samples are borne by the Customer.

§4 CONCLUDING SALES AGREEMENTS

1. In order to conclude a Sales Agreement, the Customer must place an Order, in accordance with the rules set forth under §3 points 8 of the Terms and Conditions, by choosing one of the methods made available by the MICROS Sp. j.

2. After placing a purchase Order, the Customer immediately receives an Order confirmation from the MICROS Sp. j.

3. Receiving an Order confirmation from the MICROS Sp. j. is the point at which the Order becomes binding on the Customer. The Order confirmation and acceptance is sent to the Customer via email.

4. After verification of the Order, MICROS sp.j. immediately confirms the acceptance of the Order for execution by sending an e-mail. Confirmation of acceptance of the Order for execution binds the Customer with his Order.

5. After receiving the confirmation email, as set forth under point 4 of this paragraph, the Sales Agreement between the Customer and the MICROS sp.j is finally concluded.

6. Each Sales Agreement will be confirmed by a proof of purchase (VAT invoice), which will be attached to the Product and / or sent by e-mail to the Customer's e-mail address provided in the Order Form.

§5 METHODS OF PAYMENT

1. MICROS sp.j. offers the following payment methods:

1.1. traditional bank transfer to the MICROS sp.j bank account,

1.2. electronic payment via electronic payment systems (PayPal.com, PayU.pl),

1.3. cash on delivery payment (COD),

1.4. traditional bank transfer to the MICROS sp.j. after delivery of the Product to the Customer.

2. Traditional bank transfers should be made into the following bank account: 

Bank account number (PLN currency): PL 85 1600 1013 0002 0012 2205 7151

Bank account number (EUR currency): PL 65 1750 1048 0000 0000 4109 9658

Bank account number (USD currency): PL 36 1600 1462 1086 2147 1000 0003

BNP Paribas Bank Polska S.A.

Kod SWIFT NR: PPABPLPKXXX

3. MICROS sp.j., W. Kędra and J. Lic, ul. Emila Godlewskiego 38, 30-198 Kraków, NIP: 6770044350. In the title of the transfer, enter "Order No. ...".

4. All electronic payments must be made before an Order can be processed. Available electronic payment systems include payments by credit card as well as instant bank transfers in selected Polish banks. 

5. The Customer is obliged to pay the price under the Sales Agreement in accordance with the arrangements made with MICROS sp.j.

6. If you choose the payments described in point 1.1 or 1.2, the Product will be sent only after it has been paid for.

7. If the payment is to be made after delivery, in accordance with point 1.4, and the invoice or other document does not specify the payment date, the payment should be made no later than 14 days from the invoice date.

8. MICROS sp.j. has the right to limit the payment methods provided by it to Customers who are Entrepreneurs, including requiring prepayment of part or all of the sale price, regardless of the payment method chosen by the Customer and the fact of concluding the Sales Agreement.

9. In case of a doubt, it is assumed that the payment made by the Customer before the release of the Product is an advance payment, even when it is defined as an advance payment.

10. MICROS sp.j. has the right to change the terms of payment in the event of a threat that the Customer will not meet its financial obligations under the Sales Agreement.

11. If the Customer is late with the payment, the maximum interest will be charged for each day of delay until the day of payment by the Customer.

12. The date of payment is the date of crediting the bank account of MICROS sp.j.

13. Irrespective of claiming interest for late payment, MICROS sp.j. may withdraw from the contract. In this case, interest is calculated until the date of withdrawal from the contract.

§6 DELIVERY COST, TIME AND METHOD

1. Product delivery costs, covered by the Customer, are determined during the Order submission process and depend on the choice of payment method and delivery method of the purchased Product.

2. The date of delivery of the Product consists of the time of completing the Product and the time of delivery of the Product by the carrier:

2.1. in the case of Products in the MICROS sp.j. warehouse the time for completing the Products is 1 business day from the moment of:

a) posting the funds paid under the Sales Agreement to the account of MICROS sp.j. or

b) positive authorization of the transaction by the electronic payment system or

c) acceptance of the Order for execution by MICROS sp.j. if you choose cash on delivery,

2.2. delivery of Products by the carrier takes place within the period declared by him, i.e. from 1 to 3 working days from the moment of sending the shipment (delivery takes place only on working days, excluding Saturdays, Sundays and holidays).

3. In the case of Products other than those referred to in point 2.1, the goods are delivered on the date individually agreed with the Customer or on the date indicated in the Order confirmation. Delivery dates visible on the Store's website are indicative only.

4. Products purchased on the Trading Platform are sent via a courier company.

5. The benefits and burdens related to the Product and the risk of accidental loss or damage to the Product are transferred to the Customer upon delivery by MICROS sp.j. the Product to the carrier or a person authorised by the Customer to collect the Product. MICROS sp.j. in this case, it shall not be liable for the loss, shortage or damage to the Product arising from the moment of accepting the Product for transport until its delivery to the Customer, as well as for delays in the transport of the shipment.

6. If the Product is sent to the Customer via a carrier, the Customer who is an Entrepreneur is obliged to examine the shipment in time and in the manner accepted for such shipments. If he finds that the Product has been lost or damaged during transport, he is obliged to take all actions necessary to determine the liability of the carrier.

7. The customer is obliged to pay a contractual penalty to MICROS sp.j. in the amount of twice the value of the Order placed by the Customer, if:

7.1. fails to pay for the Order in accordance with the guidelines in §5 point 4 of these Regulations,

7.2. will not pick up a COD shipment sent by MICROS sp.j.

8. MICROS sp.j. reserves the right to cancel the Order and suspend the delivery in a situation where doubts arise as to the Customer's solvency.

9. If MICROS sp.j. does not receive the Products ordered by the Customer from his supplier on time, he will notify the Customer and set a new date for their delivery. If the Customer does not respond to the message from MICROS sp.j. indicating a new date of delivery of the Products within 3 business days, it is deemed to have accepted the new date provided by MICROS sp.j.. The Customer's claims for delayed delivery are excluded in such cases. If the delay or improper delivery to MICROS sp.j. applies only to some of the Products ordered by the Customer, the above conditions shall apply accordingly.

10. The Customer's failure to accept the new delivery date set by MICROS sp.j. shall be deemed to be withdrawal from the contract. In this case, the Customer's claims for damages are excluded.

11. Partial delivery of Products by MICROS sp.j. is possible. MICROS sp.j. reserves the right to deliver the Product to the Customer before the agreed date.

§7 COMPLAINTS PROCEDURE

1. Manufacturer’s Warranty.

1.1. all Products sold through the Trading Platform are covered under the manufacturer’s warranty which is applicable in the territory of the Republic of Poland,

1.2. the warranty period varies depending on the Product and is counted from the date of delivery of the Product to the Customer,

1.3. the document entitling to warranty protection is the warranty card.

2. Statutory warranty process.

2.1. The legal basis and the extent of the MICROS Sp.j. liability to the Consumer-Customer for physical or legal defects in Products are set forth under the Civil Code Act of 23 April, 1964

2.2. The Entrepreneur loses the rights under the warranty if he has not examined the Product in time and in the manner accepted for items of this type and has not immediately notified MICROS sp.j. about the defect, and in the case when the defect came to light only later - if he did not notify MICROS sp.j. immediately after its confirmation,

2.3. notice of a Product defect and all demands should be submitted via email to the following address: bok // micros.com.pl lub sales // micros.com.pl (applies to export transactions)

2.4. defects should be described in detail, and if it is technically possible, the Customer should provide technical parameters that have not been met by the Product, together with information on how far the Products differ from the parameters provided by the manufacturer.

2.5. In the above e-mail message, please provide as much information and circumstances regarding the subject of the complaint as possible, in particular the type and date of the irregularity, photos documenting the defect, contact details. The information provided will greatly facilitate and accelerate the handling of complaints by MICROS sp.j.,

2.6. Where inspection is deemed necessary to determine the scope of the defect, the defective Product shall be returned to the following address: MICROS sp.j., W. Kędra i J. Lic, ul. E. Godlewskiego 38, 30-198 Kraków.The cost of sending the Product under complaint shall be borne by the Customer.

2.7. in the event that consideration of the complaint will require specialist tests to be carried out outside the headquarters of MICROS sp.j., and the complaint turns out to be unjustified - the cost of the test is borne by the Customer,

2.8. MICROS sp.j. will respond to the Customer's request immediately, no later than within 7 days from the date of filing the complaint, unless specialist examinations are necessary, then within 30 days.

2.9. in connection with a justified customer complaint, MICROS sp.j. covers the costs of collection, delivery and replacement of the product with a defect-free one,

2.10. The response to the complaint is provided by e-mail or SMS.

§8 RIGHT TO WITHDRAW

1. The right to withdraw from the Sales Agreement is vested in both MICROS sp.j. and the Customer, in the event of failure by the other party to the agreement to fulfil its obligation within a strictly specified period, as well as in the event of failure to exercise the warranty rights.

§9 TYPE AND SCOPE OF ELECTRONIC SERVICES

1. MICROS sp.j. grants access to the following Electronic Services:

1.1. concluding Product Sales Agreements,

1.2. Website Account,

1.3. Newsletter,

1.4. sending a message via the Contact Form.

2. These Terms and Conditions shall apply to all Electronic Services provided through micros.com.pl

3. MICROS sp.j. reserves the right to display advertising content at micros.com.pl. Advertisements are an integral part of the Trading Platform front and the materials presented therein. 

§10 CONDITIONS OF PROVIDING SERVICES AND CONCLUDING ELECTRONIC SERVICES AGREEMENTS

1. The Electronic Services set forth under §9 point 1 of these Terms and Conditions are free of charge.

2. Term of the agreement:

2.1. Electronic Services Agreements for Account management are concluded for an indefinite period of time.

2.2. Electronic Services Agreements enabling the User to place an Order are concluded for a definite period of time and terminate upon placement or withdrawal of the Order.

2.3. Electronic Services Agreements for the provision of Newsletter are concluded for an indefinite period of time.

2.4. Electronic Services Agreements enabling the Contact Form are concluded for a definite period of time and are terminated when the Users ceases to use this Service.

3. End-user hardware, network and software requirements for the ICT system used by the MICROS sp.j.:

3.1. a computer (or a mobile device) with an active Internet connection,

3.2. access to email account,

3.3. Internet browser,

3.4. enabling cookies and Javascript in the Internet browser.

4. The User agrees to use the Trading Platform in accordance with the principles of good practice, only for lawful purposes and in a manner which does not infringe the personal rights and intellectual property rights of any third party.

5. The User is obliged to provide accurate and complete information to MICROS sp.j..The User is prohibited from providing any unlawful or illegal content.

§11 COMPLAINTS PROCEDURE FOR ELECTRONIC SERVICES

1. Complaints related to the provision of Electronic Services via the Platform may be submitted by the User via e-mail to the following address: bok@micros.com.pl or sales@micros.com.pl (for foreign users)

2. In the e-mail above, please provide as much information and circumstances as possible regarding the subject of the complaint, in particular the type and date of the irregularity and contact details. The information provided will greatly facilitate and accelerate the handling of complaints by MICROS sp.j.

3. Consideration of the complaint by MICROS sp.j. takes place immediately, not later than within 14 days from the date of notification.

4. Response from MICROS sp.j. regarding the complaint is sent to the Customer's e-mail address provided in the complaint or in another way provided by the Customer.

§12 CONDITIONS OF TERMINATING ELECTRONIC SERVICES AGREEMENTS

1. Terminating an Electronic Services Agreement:

1.1. Continuing the indefinite-term Electronic Services Agreements (e.g. Account) may be terminated.

1.2. The User may terminate the agreement for convenience and with immediate effect by sending an appropriate statement to the following e-mail address: bok@micros.com.pl or sales@micros.com.pl (for foreign users)

1.3. MICROS sp.j. reserves the right to terminate the indefinite-term Electronic Services agreements in the event that the User violates any obligation deriving from these Terms and Conditions. This applies particularly to Users who provide illegal content and continue to do so despite receiving a cease and desist letter from MICROS sp.j. with a reasonable deadline for compliance. The termination shall be effected within 7 days of serving an advance notice in writing (agreement termination period).

1.4. The notice of termination leads to a cessation of legal relations with the effect for the future.

2. MICROS sp.j. and the User may terminate an Electronic Services agreement at any time by mutual agreement of the parties.

§13 INTELLECTUAL PROPERTY

1. The compilation of all content at micros.com.pl  (with the stipulation of §13 point 3 of this Terms and Conditions as well as materials used under a licence, assignment of copyrights or fair use) is protected by the copyright law and is the exclusive property of MICROS sp.j., W. Kędra i J. Lic. The User shall bear all liability for damages caused to the MICROS sp.j. caused by any use of the content of the website located at micros.com.pl without the consent of the MICROS sp.j.

2. Any use or reproduction of the content of the website located at micros.com.pl or any portion thereof without the express written consent of the MICROS sp.j. constitutes a copyright infringement and is punishable under civil and criminal law.

3. All trade names, Product names, company names and their logos used on the Trading Platform website at micros.com.pl  belong to their owners and are used only for identification purposes. They may be registered trademarks. All materials, descriptions and photos presented on the Trading Platform at micros.com.pl are used for informational purposes.

4. By sending to MICROS sp.j. any digital content, documents, photos or other, bears sole responsibility for infringement of economic and related copyrights, and third party personal rights in this respect, and in the event of any claims or demands made by any person against MICROS sp.j. in this respect, undertakes to release MICROS sp.j. from any liability and to satisfy claims of third parties.

§14 LIABILITY AND RESERVATION OF OWNERSHIP

1. MICROS sp.j. bears contractual liability on general terms only for damage caused by its willful misconduct or in the event of gross negligence. This also applies to liability for persons whom MICROS sp.j. used to perform the contract.

2. In particular, not at fault of MICROS sp.j. strikes and lockouts (also resulting from its suppliers), as well as other unavoidable disruptions of the company's operations and cases of force majeure, for the duration of their occurrence, release MICROS sp.j. from the delivery obligation. If, due to the occurrence of the above phenomena, MICROS sp.j. delivery becomes finally impossible, the obligation to deliver expires.

3. Claims for damages are limited to compensation for typical damages within the limits of the actual loss incurred, excluding lost profits.

4. In the event of MICROS sp.j.'s delay, the Customer may, after the expiry of the appropriate additional period set by him, related to the statement that after this time he resigns from the Order, withdraw from the contract, if he does not receive information by the date of expiry of this period, that the order is ready for shipment. This period starts to run only when MICROS sp.j. will receive a written or e-mail notification from the Client about setting an additional deadline.

5. In the event of the Customer's delay in collecting the Products, MICROS sp.j. may place the goods at the Customer's disposal in its warehouse, specifying the final date of receipt in writing or by e-mail. After this date, the goods are considered released, and the Customer is obliged to pay the price and storage costs of the goods, not less than PLN 20 per day.

6. The Customer should test the delivered Products before they are used in serial production in conjunction with other components, in order to determine whether their interaction is in line with the Customer's expectations. MICROS sp.j. is not responsible for the interaction of the delivered goods with other components in the devices in which they are installed, unless it has been expressly guaranteed in writing.

7. The Customer is solely responsible for the assembly, installation and operation of the purchased Product, as well as for obtaining the appropriate licences or certificates required for the assembly, installation and operation of a given Product.

8. Unless otherwise stated in writing, the ordered Products must not be used in life support devices or systems, human implants, nuclear devices or systems, or in other applications where failure of the Product may be life threatening or have catastrophic consequences. MICROS sp.j. shall not be liable neither to the Clients nor to third parties in the event of violation of these restrictions.

9. Until the full payment of the selling price, MICROS sp.j. reserves the right of ownership of the Products delivered to the Customer (Reserved Products)

10. The Customer stores the Reserved Products free of charge.

11. The Customer may not sell the reserved Products without the written consent of MICROS sp.j. If the Customer sells the Product, MICROS sp.j. acquires all rights that the Customer is entitled to against his contractor.

12. The customer must disclose, at the request of MICROS sp.j., who is the buyer of the Reserved Products, and notify the buyer of the transition to MICROS sp.j. all rights, including in particular to pay for the goods.

13. The customer is obliged to immediately inform MICROS sp.j. of damage or loss of the Reserved Products.

14. In the event of a delay in payment or other breach of the contract by the Customer, MICROS sp.j. is entitled to collect the reserved Products. The costs of collection are borne by the Customer. In order to collect the goods, the Customer will allow MICROS sp.j. access to all its premises where the Reserved Products are stored.

15. Pledge or transfer of ownership for security by the Customer of reserved Products without the written consent of MICROS sp.j. is forbidden.

§15 FINAL PROVISIONS

1. Agreements concluded through the Trading Platform are subject to Polish law.

2. In the event of non-compliance of any part of the Regulations with applicable law, the relevant provisions of Polish law shall apply in place of the challenged provision of the Regulations.

3. Any disputes arising from Sales Agreements between MICROS sp.j. and Customers will be settled in the first place through negotiations, with the intention of amicable settlement of the dispute. However, if this would not be possible or would be unsatisfactory for either party, disputes will be settled by a competent common court, in accordance with point 4 of this paragraph.

4. Any disputes arising between MICROS sp.j. and the User (Customer) who is also an Entrepreneur, shall be submitted to the court having jurisdiction over the seat of MICROS sp.j.

5. In the event of an extraordinary change in relations, which could not have been foreseen when concluding the Agreement, and which prevents or excessively hinders the performance of MICROS sp.j. from the obligation or causes that the performance of the obligation would threaten MICROS sp.j. gross loss, MICROS sp.j. may withdraw from the contract. An extraordinary change in relations is understood in particular as natural disasters, weather phenomena that significantly impede transport, catastrophes, strikes, riots, warfare, administrative restrictions in trade or transport, as well as unfavourable legislative changes.

6. The Customer also has the right to use out-of-court dispute resolution, in particular by submitting a request to initiate mediation or a request for consideration of the case by an arbitration court after the complaint procedure is completed.