B2B Terms and Conditions

English-language Website and International B2B Sales

§1. General provisions

These Terms and Conditions (“Terms”) govern the use of the English-language version of the website available at www.bonawatt.com/en, including product information, business enquiries, requests for quotation and international business-to-business transactions initiated through the Website.
The Website is operated by:

BONAWATT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ
ul. Legionów Polskich 40/28, 96-300 Żyrardów, Poland

Tax Identification Number (NIP): 8381895416
REGON: 545241486
National court register no. (KRS): 0001253458

E-mail: orders@bonawatt.com
Telephone: +48 600 123 657

hereinafter referred to as the “Seller” or “BONAWATT”.

The English-language Website is BONAWATT's international product information and business enquiry platform and is intended for Business Customers worldwide.
BONAWATT offers international B2B sales and worldwide shipping, subject to product availability, destination, applicable law, regulatory requirements, customs requirements, trade restrictions and logistical availability.
The English-language Website does not constitute a consumer online store. Commercial transactions initiated through this version of the Website are intended exclusively for Business Customers.
Consumers may browse the Website and contact BONAWATT for product information. Consumer purchases are not concluded through the English-language Website. Depending on the Customer's country, BONAWATT may refer a consumer enquiry to an authorised dealer, distributor or other sales partner.
The Polish-language online store operates under separate terms and conditions.
These Terms do not govern retail sales of vacuum tubes or other products offered exclusively through the Polish-language store.

§2. Business Customers

A Business Customer means a natural person, legal person or organisational entity acting for purposes connected with its business, commercial, trade or professional activity.
BONAWATT may request information reasonably necessary to verify the Business Customer, including:

a. company name and registered address;
b. tax, VAT or other applicable business identification number;
c. company registration details;
d. invoicing and delivery details;
e. confirmation that the person submitting an enquiry is authorised to represent the Business Customer.
For transactions within the European Union, BONAWATT may verify the Customer's EU VAT identification number using VIES or other official sources.
For Customers established outside the European Union, BONAWATT may request equivalent company registration, tax or business identification information applicable in the Customer's jurisdiction.
If BONAWATT determines that an enquiry has been submitted by a person acting as a consumer rather than a Business Customer, BONAWATT may decline to proceed with direct sales and may refer the Customer to an authorised sales partner.
Any mandatory rights granted by applicable law which cannot legally be excluded by agreement remain unaffected.

§3. Product information and international prices

Product descriptions, photographs, technical specifications, prices and other information published on the Website are intended to provide information about BONAWATT products.
Prices displayed on the English-language Website are official international net list prices, unless expressly stated otherwise.
Website prices are stated exclusive of VAT, sales tax, goods and services tax, customs duties, import charges and other taxes or charges applicable to the transaction or destination.
Depending on the country or territory of delivery and the nature of the transaction, the Customer may additionally be responsible for applicable:

a. VAT, sales tax, GST or other local taxes;b. customs duties and tariffs;c. import charges;d. customs clearance or brokerage fees; ande. any other taxes, duties or charges imposed in the destination country or territory.
Taxes and import-related charges vary between jurisdictions and are not included in the international net list prices unless expressly stated otherwise in an individual quotation.
The tax treatment of a particular transaction depends on, among other factors, the country or territory of delivery, the Customer's business status and applicable tax and customs legislation.
Prices displayed on the Website represent BONAWATT's international list pricing and do not automatically include any commercial, dealer, distributor, project, demonstration, volume or other Business Customer discounts.
Any applicable discount and the final transaction price shall be determined individually by BONAWATT following submission of a Business Inquiry.
Product information and prices published on the Website do not constitute a legally binding offer to conclude a sales contract unless BONAWATT expressly states otherwise.
BONAWATT reserves the right to update product specifications, configurations, finishes, technical details and international net list prices.

§4. Business Inquiry and Request for Quotation

The shopping cart and checkout functionality available on the English-language Website is provided exclusively as a convenient means of submitting a Business Inquiry / Request for Quotation to BONAWATT.
Adding a Product to the shopping cart, proceeding through checkout, submitting billing or delivery information or clicking a button used to finalise the Website process does not constitute placement of a legally binding purchase order and does not result in conclusion of a sales contract.
Submission of the Website form constitutes only a request for BONAWATT to prepare or discuss an individual commercial offer concerning the selected Products.
An automatically generated confirmation acknowledging receipt of a Business Inquiry does not constitute acceptance of an order, confirmation of availability or conclusion of a sales contract.
Following receipt of a Business Inquiry, BONAWATT may verify:

a. the Customer's business status;
b. applicable tax or VAT status;
c. the requested Products and quantities;
d. product availability;
e. the country or territory and address of delivery;
f. applicable customs, regulatory, environmental and distribution requirements;
g. available commercial terms and discounts;
h. shipping conditions and costs;
i. available payment methods and payment terms.
BONAWATT will subsequently provide the Business Customer with an individual commercial quotation or further commercial information by electronic communication outside the Website, normally by e-mail.
The quotation may include, among other things:

a. the applicable net purchase price;
b. an individually determined Business Customer discount;
c. applicable taxes, where collected by BONAWATT;
d. shipping charges;
e. payment terms;
f. delivery terms;
g. estimated availability or delivery time;
h. any other transaction-specific conditions.
BONAWATT's discount policy, including dealer, distributor, project, demonstration, volume or other commercial discounts, is not automatically determined by the Website and remains subject to individual commercial arrangements with BONAWATT.
BONAWATT is under no obligation to submit a quotation or accept a transaction solely because a Business Inquiry has been submitted through the Website.
BONAWATT may, in particular:
a. prepare an individual quotation;
b. request additional information;
c. propose alternative commercial terms;
d. refer the Customer to an authorised dealer or distributor where appropriate;
e. decline to proceed with the requested transaction.

§5. Conclusion of a sales contract

A sales contract is not concluded through the English-language Website itself.
A sales contract may be concluded only following direct commercial communication between BONAWATT and the Business Customer after submission of a Business Inquiry.
The applicable commercial quotation, pro forma invoice, order confirmation, sales agreement or other transaction document issued directly by BONAWATT shall determine the final terms of the transaction.
A contract is concluded when the Customer accepts BONAWATT's commercial offer in the manner specified in that offer and BONAWATT confirms the transaction, or at another moment expressly specified in the relevant quotation or agreement.
The final transaction price may differ from the international net list price displayed on the Website, in particular where an individual Business Customer discount has been granted.
In the event of any discrepancy between information displayed on the Website and an individual quotation or agreement issued by BONAWATT, the individual quotation or agreement shall prevail.
BONAWATT may decline to enter into a sales contract, in particular where:

a. the Product is unavailable;
b. the Customer cannot be verified as a Business Customer;
c. the information provided is incomplete or incorrect;
d. direct supply to the requested country, territory or address is unavailable;
e. the transaction cannot be performed in compliance with applicable tax, customs, product, environmental, export control, sanctions or other regulatory requirements;
f. the relevant territory is serviced under specific distribution arrangements;
g. there are reasonable grounds to suspect fraud, misuse or other irregularities.

§6. Taxes, customs and EU & non-EU international transactions

BONAWATT conducts international B2B sales to Business Customers worldwide, subject to applicable legal, regulatory and logistical requirements.
All commercial quotations issued by BONAWATT shall specify the tax treatment applicable to the relevant transaction to the extent required.
For supplies of goods to Business Customers established in another Member State of the European Union which are intended to qualify for VAT treatment applicable to intra-Community supplies; the Customer must provide BONAWATT with a valid EU VAT identification number registered and active for intra-Community transactions.
The Customer's EU VAT identification number will be verified by BONAWATT using the European Commission's VAT Information Exchange System (VIES): https://ec.europa.eu/taxation_customs/vies/
It is the Customer's responsibility to ensure that the EU VAT identification number provided to BONAWATT is correct, belongs to the Customer and is valid and active in VIES for intra-Community transactions at the time of the transaction. Possession of a domestic tax or VAT identification number does not by itself confirm registration for intra-Community transactions.
By providing an EU VAT identification number and requesting VAT treatment applicable to an intra-Community B2B supply, the Customer represents and warrants that the number is valid, active for intra-Community transactions and may lawfully be used for the transaction concerned.
If the VAT identification number cannot be confirmed as valid and active in VIES, BONAWATT may:

a. require the Customer to correct or activate its EU VAT registration before proceeding with the transaction;
b. apply Polish VAT (using PLN currency- Polish Zloty) or any other tax treatment required by applicable law;
c. suspend or decline the transaction until the Customer's VAT status has been satisfactorily verified.
If, after conclusion or completion of a transaction, it is established that information or declarations supplied by the Customer concerning its VAT status or
EU VAT identification number were incorrect, false, misleading, expired or otherwise insufficient to permit the VAT treatment originally applied, and BONAWATT consequently becomes liable to account for Polish VAT (in PLN currency) or another tax amount in respect of that transaction, BONAWATT shall be entitled to charge the Customer an additional amount equal to the VAT or other tax which BONAWATT is required to account for as a result.
Where permitted by applicable law, the Customer shall also reimburse BONAWATT for reasonable and documented interest, charges or direct costs incurred by BONAWATT as a direct consequence of incorrect, false or misleading information supplied by the Customer concerning its VAT or tax status.
The rights provided for in paragraphs 8 and 9 apply notwithstanding that the original quotation, invoice or payment was issued or made on a net-of-VAT basis, provided that the additional tax liability results from information, representations or omissions attributable to the Customer.
For deliveries outside the European Union, unless expressly agreed otherwise in the individual quotation, international net prices do not include VAT, sales tax, GST, customs duties, tariffs, import charges, customs clearance fees, brokerage fees or similar destination-specific taxes or charges.
Such taxes and charges shall be borne by the Customer or importer of record, as applicable, unless the individual quotation expressly provides otherwise.
The Customer is responsible for complying with local import requirements applicable to the Customer or to the importation of the Products, unless BONAWATT expressly agrees in writing to assume a particular obligation.
BONAWATT may provide documents reasonably required for international shipment, export or customs clearance as appropriate to the transaction.
BONAWATT is not responsible for changes in taxes, customs duties, tariffs or other governmental charges imposed after a quotation has been issued where such changes are beyond BONAWATT's reasonable control.

§7. Payment

Payment methods and payment terms applicable to a transaction shall be specified in the individual quotation, pro forma invoice, order confirmation or sales agreement.
BONAWATT may require full or partial advance payment.
Where electronic payment functionality is used, payments may be processed by an external payment service provider.
Payment is deemed completed when the required amount has been credited to BONAWATT's account or otherwise confirmed in accordance with the agreed payment method.
The Customer is responsible for bank charges or other payment costs charged by its financial institution unless otherwise expressly agreed.
Unless otherwise agreed in writing, title to the Products remains with BONAWATT until the full agreed purchase price has been paid, to the extent permitted by applicable law.

§8. Worldwide shipping and delivery

BONAWATT offers worldwide shipping for international B2B transactions using following methods:

CPT (Carriage Paid To) terms, Incoterms® 2020 - STANDARD SHIPPING METHOD

Unless expressly agreed otherwise in an individual quotation, order confirmation or other written agreement with the Customer, international shipments arranged by BONAWATT are made on CPT (Carriage Paid To) terms, Incoterms® 2020, to the destination specified in the relevant commercial documentation.
Under CPT terms, BONAWATT arranges transportation to the agreed destination. The cost of transportation, including any applicable carrier, freight, handling or export-related charges, is borne by the Customer and is included in or added to the individual quotation.
Risk of loss of or damage to the Products passes to the Customer when the Products are handed over by BONAWATT to the first carrier, in accordance with CPT Incoterms® 2020.
The Customer remains responsible for import clearance and for all customs duties, import VAT, GST, sales taxes, brokerage fees, customs clearance fees and any other taxes, duties or charges imposed in the destination country or territory, unless expressly agreed otherwise in writing.

FCA (Free Carrier) terms, Incoterms® - ALTERNATIVE SHIPPING METHOD (on request)

At the Customer's request and subject to prior written agreement with BONAWATT, the parties may alternatively use FCA (Free Carrier) terms, Incoterms® 2020, at the BONAWATT premises in Żyrardów, Poland, or at another expressly agreed named place.
Under FCA terms, the Customer is responsible for appointing the carrier, arranging and paying for the main carriage and providing BONAWATT with all information reasonably required for collection and shipment.
Any additional costs incurred by BONAWATT specifically as a result of the use of FCA terms, including additional handling, documentation, export clearance or third-party charges, may be included in the individual quotation or charged separately to the Customer.
Where transportation is arranged by the Customer under FCA terms, the Customer shall ensure that BONAWATT receives all transport, delivery, export and other documentation reasonably required to demonstrate the movement of the Products from Poland and to enable BONAWATT to comply with applicable VAT, tax, customs and reporting requirements.
If the Customer fails to provide documentation necessary for BONAWATT to apply or retain the tax treatment applicable to the transaction, the Customer may be liable for any additional VAT, tax or other amounts payable by BONAWATT as a direct consequence, in accordance with the provisions of these Terms concerning taxes and VAT.

BONAWATT does not normally offer delivery terms under which BONAWATT is responsible for import clearance, customs duties, import VAT, local taxes or other destination-country charges, unless expressly agreed otherwise in writing.
Worldwide shipping is subject to product availability, the specific destination, applicable laws and regulations, customs requirements, trade restrictions, sanctions, carrier availability and other logistical considerations.
Display of a Product or international net price on the Website does not constitute an unconditional guarantee that the Product can be supplied to every country, territory or address.
The final availability of delivery to the requested destination, the applicable delivery terms and the shipping cost shall be confirmed by BONAWATT in the individual quotation or other commercial documentation.
BONAWATT may use courier services, freight carriers, forwarding agents or other professional transport providers.
The Customer is responsible for providing complete and accurate delivery, company, tax and customs information and for providing any documentation reasonably required for lawful shipment, export, import or customs clearance.
Delivery dates are estimates unless expressly stated to be binding in the individual quotation or agreement.
BONAWATT shall not be responsible for delays caused by customs procedures, import inspections, governmental authorities, transport operators, force majeure or other circumstances beyond BONAWATT's reasonable control.

§9. Inspection, complaints and warranty

The Business Customer should inspect the shipment and Products promptly following delivery.
Visible transport damage should, where reasonably possible, be documented at the time of delivery and reported to BONAWATT without undue delay.
Complaints should be submitted to: orders@bonawatt.com and should, where applicable, include:

a. Customer company details;

b. invoice or transaction number;

c. Product name and serial number;

d. description of the issue;

e. photographs, measurements or other information reasonably necessary to evaluate the complaint.

BONAWATT may require a Product to be returned for technical inspection before a complaint or warranty claim can be finally assessed.
Any manufacturer's or commercial warranty applicable to a BONAWATT Product is governed by the warranty conditions supplied with the Product or otherwise communicated to the Customer.
Damage resulting from misuse, operation contrary to the user manual, unauthorised modification, improper installation, external electrical events, mechanical damage or other causes external to the Product may be excluded from warranty coverage in accordance with the applicable warranty conditions.
Nothing in these Terms excludes liability which cannot lawfully be excluded under mandatory applicable law.

§10. B2B goodwill returns and no consumer right of withdrawal

The English-language Website is intended exclusively for international B2B transactions and is not intended for the conclusion of sales contracts with consumers.
The statutory consumer right to withdraw from a distance contract, including the standard 14-day withdrawal period applicable to consumer distance sales, does not apply to ordinary B2B transactions with Business Customers.
Notwithstanding the above, as a commercial goodwill policy, BONAWATT allows a Business Customer to submit a return request within 7 calendar days from delivery of the Product if the Customer is not satisfied with the Product.
The 7-day period constitutes a period in which the Customer may request a return only. It does not create an automatic or unconditional right to return the Product. Each request is considered individually and BONAWATT may accept or decline it at its discretion, unless mandatory applicable law provides otherwise.
No Product may be returned without BONAWATT's prior written approval and return instructions. Submission of a return request, or any other communication expressing an intention to return a Product, does not by itself constitute acceptance of the return by BONAWATT.
A goodwill return may be accepted only if the Product has been used solely to the extent reasonably necessary to inspect and test it and remains complete, fully functional, undamaged and without signs of wear, misuse, modification or deterioration exceeding what is reasonably necessary for such testing.
The return must include the entire originally supplied Product or set, together with all accessories, cables, components, documentation and other items originally supplied. Individual components of a Product or set may not be returned separately unless expressly agreed by BONAWATT in writing.
Original packaging and protective materials should also be returned where supplied and must be used where reasonably necessary to ensure safe transportation. Serial-number labels, identification markings, warranty seals and similar markings must remain intact.
Unless BONAWATT expressly agrees otherwise in writing, the Customer is solely responsible for arranging the return transportation and bears all costs and risks associated with returning the Product to BONAWATT.
Approved international returns shall, unless BONAWATT provides different written instructions, be shipped on DAP (Delivered at Place), BONAWATT premises in Żyrardów, Poland, Incoterms® 2020.
Notwithstanding the allocation of import formalities under the standard DAP rule, all costs arising from or connected with the Customer's return shall ultimately be borne by the Customer, including return freight, insurance where applicable, export formalities and charges in the country of dispatch, customs handling, brokerage charges, import-related charges in Poland and any other third-party costs incurred as a consequence of the return, except where BONAWATT expressly agrees otherwise in writing.
Where Polish customs or other applicable regulations require BONAWATT to act as importer, consignee or otherwise participate in customs formalities relating to the returned Product, such participation shall not transfer the economic cost of the return to BONAWATT. Any taxes, duties, customs charges, brokerage fees or other costs incurred or paid by BONAWATT as a result of the return may be charged to the Customer or deducted from any amount otherwise refundable to the Customer, to the extent permitted by applicable law.
The Customer must provide BONAWATT and the relevant carrier or customs authorities with all documents and information reasonably required to identify the shipment as a return of Products previously supplied by BONAWATT and, where applicable, to enable the use of any available returned-goods or re-import customs procedure.
Unsolicited or unauthorised returns will not be accepted. BONAWATT may refuse delivery of any Product returned without prior written approval or contrary to the return instructions provided by BONAWATT.
If an unauthorised shipment is refused, cannot be accepted or has to be returned to the sender, all resulting transportation, storage, customs, handling, return freight and other costs shall be borne by the sender/Customer. BONAWATT shall have no obligation to bear such costs.
If BONAWATT is required to accept physical possession of an unauthorised shipment for customs, carrier or operational reasons, such acceptance shall not constitute acceptance of the Product return or recognition of any right to a refund.
BONAWATT may refuse a goodwill return if the Product or any part of the supplied set is incomplete, damaged, modified, excessively used, improperly packaged or otherwise not in a condition consistent with reasonable inspection and testing.
Any refund shall be made only after BONAWATT has received and inspected the complete returned Product or set and confirmed that the agreed return conditions have been satisfied.
Unless expressly agreed otherwise, original shipping charges and other transaction-related costs are non-refundable. Any costs chargeable to the Customer under this section may be deducted from the amount otherwise refundable.
Acceptance of a goodwill return in one transaction does not create an obligation for BONAWATT to accept returns in any other transaction.
Nothing in this section limits any statutory rights which cannot lawfully be excluded under mandatory applicable law.

§11. Limitation of liability

To the maximum extent permitted by applicable law, BONAWATT shall not be liable in a B2B transaction for indirect or consequential losses, loss of profit, loss of revenue, loss of business opportunities or business interruption.
Unless mandatory law provides otherwise, BONAWATT's aggregate contractual liability relating to a particular Product shall not exceed the amount actually paid to BONAWATT for that Product.
These limitations do not apply where liability cannot legally be excluded or limited.

§12. Personal data and cookies

Personal data provided through the Website or in connection with a Business Inquiry or transaction is processed by BONAWATT Sp. z o.o. in accordance with applicable data protection legislation.
Detailed information concerning the purposes and legal bases of processing, retention periods, recipients of data and the rights of data subjects is available in the Privacy Policy published on the Website.
Information concerning cookies and similar technologies is available in the relevant cookie information or Cookie Policy published on the Website.

§13. Intellectual property

All content made available on the Website, including texts, photographs, graphics, product designs, technical materials, logos, trademarks and other materials, is protected by applicable intellectual property laws.
Website content may not be copied, reproduced, distributed, commercially used or otherwise exploited without BONAWATT's prior written consent or the consent of the relevant rights holder, except where permitted by mandatory law.
Third-party trademarks and trade names appearing on the Website remain the property of their respective owners.

§14. Force majeure

BONAWATT shall not be liable for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.
Such circumstances may include natural disasters, fires, war, strikes, transport disruptions, shortages of components, interruption of energy or communication networks, governmental restrictions, customs delays or significant supply-chain disruption.
BONAWATT shall inform the Customer of a material delay caused by such circumstances where reasonably possible.

§15. Governing law and disputes

Sales contracts concluded following Business Inquiries submitted through the Website are governed by the laws of the Republic of Poland unless mandatory applicable law requires otherwise.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply unless BONAWATT and the Customer expressly agree otherwise in writing.
Any dispute arising from a B2B transaction shall, to the extent permitted by law, be submitted to the court having jurisdiction over the registered office of BONAWATT Sp. z o.o.
Before commencing court proceedings, the parties should first attempt to resolve the dispute through direct business negotiations.

§16. Final provisions

These Terms apply to the English-language Website and international Business Inquiries submitted through it.
Individually negotiated terms contained in a quotation, pro forma invoice, dealer agreement, distribution agreement, order confirmation, sales agreement or other written arrangement between BONAWATT and the Customer shall prevail over these Terms in the event of any conflict.
BONAWATT may amend these Terms from time to time.
Amendments to these Terms do not retrospectively modify sales contracts already concluded.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.
These Terms enter into force upon publication on the English-language Website.