B2B platform terms

§ 1. Definitions

1. JONEX or Seller - JONEX Sp. z o.o. Sp.k., ul. Gen. W. Sikorskiego 22, 78-400 Szczecinek, Poland, National Court Register (KRS) no. 0000707974, NIP (VAT) PL6731900052, REGON 363397068, e-mail: jonex@jonex.pl, tel. +48 94 374 31 51.
2. Platform - the jonex.pl website with the B2B panel available after sign-in (addresses starting with jonex.pl/b2b).
3. Customer - a business (sole trader, legal person or organisational unit with legal capacity) that has an account on the Platform verified by JONEX.
4. User - a person acting for the Customer on its account.
5. Sole trader with consumer rights - a Customer who is a natural person and concludes a contract directly related to its business activity but not of a professional nature for it, as shown in particular by its business activity registered in CEIDG.
6. Preliminary order - the Customer’s statement submitted through the Platform specifying goods, quantities and delivery address.
7. Confirmation - an e-mail from JONEX accepting the order for fulfilment, with final prices, delivery cost and amount payable.
8. Sales contract - a contract for the sale of goods concluded between JONEX and the Customer under § 7.
9. Individual agreement - a separate commercial agreement between JONEX and the Customer in written or documentary form (e.g. cooperation agreement, bonus agreement, agreed payment term or credit limit).

§ 2. Nature of the Platform

1. The Platform is for wholesale business-to-business sales only. It is not a consumer shop. JONEX does not conclude contracts with consumers through the Platform.
2. By creating an account and placing an order the User declares that it acts for the Customer, is authorised to do so, and the purchases relate to the Customer’s business.
3. An Individual agreement prevails over these terms where it provides otherwise.
4. The Customer’s general purchase conditions or other standard terms do not bind JONEX unless JONEX expressly accepts them in written or documentary form.

§ 3. Electronic services and technical requirements

1. Free services provided through the Platform: catalogue and product documents, contact and quotation forms, B2B account, cart and ordering, order and invoice overview, and the cart assistant.
2. The contract for browsing and forms is concluded on entering the Platform and ends on leaving it. The B2B account contract is concluded for an indefinite period when JONEX activates the account.
3. Requirements: an Internet-connected device, a current version of Chrome, Edge, Firefox or Safari with JavaScript and browser storage (localStorage) enabled, and an active e-mail address.
4. Using the Platform carries usual Internet risks (malware, phishing, password theft). Users should use up-to-date security software, keep their password secret and sign in only at jonex.pl.
5. Users must not submit unlawful content through the Platform, including in forms, order notes or the cart assistant.

§ 4. B2B account

1. Registration requires true and current company data (including VAT number), contact person data and acceptance of these terms. The account stays inactive until JONEX verifies it.
2. JONEX may refuse activation, in particular if data is incomplete or untrue, the VAT number is invalid, the entity does not run a business, or the Customer has unpaid debts.
3. Google sign-in only confirms the User’s e-mail address and does not replace company verification.
4. The Customer is responsible for everyone using its account and for password confidentiality, and notifies JONEX at jonex@jonex.pl of any suspected unauthorised access. Orders placed from the Customer’s account are deemed placed by the Customer unless placed after such notice.
5. The Customer keeps company data and delivery addresses up to date.
6. The Customer may terminate the account contract at any time by requesting deletion at jonex@jonex.pl. Earlier orders are not affected.
7. JONEX may block the account or terminate the account contract with immediate effect if the Customer breaches these terms, provided untrue data, is in payment arrears or harms the Platform; otherwise with 14 days’ notice by e-mail.
8. A JONEX employee may, at the Customer’s request or for technical support, view the Platform in the context of the Customer’s account and place an order on its behalf. Such action is recorded in the order history.

§ 5. Product information and cart assistant

1. Descriptions, photos, parameters, catalogue cards and declarations of conformity are informative and are not an offer within the meaning of art. 66 of the Polish Civil Code. The current documentation provided by JONEX or the manufacturer prevails.
2. Stock levels and availability dates are indicative and may change until Confirmation.
3. The cart assistant uses an artificial intelligence model to turn text entered by the User into cart lines. Its suggestions may contain errors. Before sending a Preliminary order the User checks codes, quantities and variants; the Customer is responsible for the content of the order sent.
4. The Customer is responsible for selecting goods suitable for its application, including compliance with its design and local regulations.

§ 6. Prices

1. Prices on the Platform are net prices in the Customer’s price-list currency (PLN or EUR), plus VAT at the applicable rate. Prices may reflect the Customer’s individual terms.
2. The delivery cost is shown in the cart. If the cart shows a free delivery threshold, delivery is free once the net order value reaches it.
3. Prices in the cart and Preliminary order are indicative. Final prices, delivery cost and amount payable are set by the Confirmation. Obvious errors (e.g. in price, unit or exchange rate) do not bind the parties.
4. Where currency conversion is needed, JONEX applies the rate stated in the Confirmation or invoice.

§ 7. Orders and conclusion of contract

1. Placing a Preliminary order requires signing in, choosing billing and delivery addresses and accepting these terms in the version shown at the “Place order” step. A Preliminary order is not an offer binding JONEX.
2. After placing a Preliminary order the Customer receives an e-mail that it was received for verification. That e-mail is not a Confirmation.
3. JONEX verifies prices, availability and delivery terms and then sends a Confirmation or informs that the order cannot be fulfilled. The Confirmation may change prices, quantities, variants, delivery cost or date compared with the Preliminary order.
4. The Sales contract is concluded when the Confirmation is sent to the Customer’s e-mail address, to the extent and on the terms stated in it. If the Customer does not accept the Confirmation, it informs JONEX without delay and in any case before dispatch; JONEX then cancels the order at no cost to the Customer.
5. Until dispatch the Customer may request cancellation by e-mail to jonex@jonex.pl. Orders for goods made or sourced specially for the Customer (including custom products, lengths or colours) may be cancelled free of charge only before Confirmation.
6. JONEX may refuse or cancel an order before dispatch, in particular if goods are unavailable, in case of obvious error, missing payment or the Customer’s arrears. JONEX informs the Customer by e-mail and refunds payments received within 14 days.
7. The order status is shown in the B2B panel; the Confirmation and sales documents issued by JONEX prevail.

§ 8. Payment and prepayment

1. Payment is made by bank transfer to the JONEX account stated in the Confirmation or invoice, within the term set by the Individual agreement or invoice.
2. New Customers pay their first three orders in advance unless JONEX sets otherwise for the Customer; prepayment is shown in e-mails, in the B2B panel and on the order printout. The transfer title must include the order number.
3. With prepayment, goods are dispatched once the full Confirmation amount is credited to the JONEX account. If payment is not received within 14 days of Confirmation, JONEX may cancel the order.
4. JONEX may also require prepayment from other Customers, in particular when the credit limit is exceeded, payments are overdue or goods are sourced specially for the Customer.
5. The payment date is the day the JONEX account is credited. For late payment JONEX may charge statutory interest for late payment in commercial transactions and compensation for recovery costs under the Polish Act on counteracting excessive delays in commercial transactions, and may suspend further orders until payment.
6. The Customer accepts electronic invoices sent to the account e-mail address or made available in the B2B panel, unless the law requires another form (including the National e-Invoicing System, KSeF).

§ 9. Delivery and receipt

1. Goods are shipped to the delivery address in the order by a carrier chosen by JONEX, unless collection or another delivery method is agreed.
2. Delivery dates on the Platform are indicative. The date in the Confirmation is binding and runs from the crediting of prepayment where required. Carrier delays and force majeure are not non-performance by JONEX.
3. Benefits, burdens and the risk of accidental loss or damage pass to the Customer when goods are handed to the carrier (art. 544 § 1 of the Polish Civil Code), or on collection when handed to the Customer.
4. On receipt the Customer checks the shipment in the carrier’s presence. Damage is recorded in a damage report with the carrier and reported to JONEX within 2 business days with photos. Without a damage report JONEX may reject complaints about transport damage.
5. Quantity and assortment discrepancies visible on unpacking are reported within 3 business days of delivery.
6. Reports under items 4 and 5 and refusals of delivery are sent to jonex@jonex.pl with the order number.

§ 10. Retention of title

1. Goods remain the property of JONEX until the full price is paid (art. 589 of the Polish Civil Code). Until then the Customer may not pledge or transfer title to the goods as security.
2. If payment is more than 30 days late, JONEX may, after an unsuccessful payment demand, request the return of unpaid goods still held by the Customer.

§ 11. Product complaints

1. JONEX’s statutory warranty liability (rękojmia) for physical and legal defects is excluded (art. 558 § 1 of the Polish Civil Code). This does not apply to sole traders with consumer rights.
2. If goods come with a guarantee document of the manufacturer or JONEX, guarantee claims follow its terms. No guarantee document means no guarantee unless JONEX granted one separately.
3. Notwithstanding item 1, JONEX handles defect reports for goods delivered through the Platform. The Customer reports a defect promptly after discovering it and in any case within 14 days, to jonex@jonex.pl, with the order or invoice number, product code, description and photos. At JONEX’s request the Customer makes the goods available or returns them for assessment.
4. JONEX responds within 14 days of receiving a complete report. If the report is accepted, JONEX at its choice replaces the goods, removes the defect, reduces the price or refunds the price paid.
5. Reports do not cover defects caused by incorrect installation, storage, use contrary to documentation, modifications, overload or normal wear.

§ 12. Liability

1. JONEX’s liability to the Customer under the Sales contract is limited to the net price of the goods concerned and excludes lost profits, dismantling and reinstallation costs, penalties paid by the Customer to third parties and indirect damage.
2. JONEX is not liable for damage resulting from use of the Platform contrary to these terms, untrue data, sharing passwords, errors in the order content, or interruptions of the Platform, including maintenance and failures beyond JONEX’s control. JONEX does not guarantee uninterrupted availability.
3. The limitations in items 1 and 2 do not apply to damage caused intentionally (art. 473 § 2 of the Polish Civil Code) or where mandatory law does not allow limiting liability.
4. Neither party is liable for non-performance caused by force majeure, including natural disasters, acts of authorities, strikes, supply-chain disruptions at manufacturers and carriers, cyberattacks or infrastructure failures beyond its control.

§ 13. Sole traders with consumer rights

1. Provisions of these terms that would be unfair contract terms (art. 385¹-385³ in connection with art. 385⁵ of the Polish Civil Code) do not apply to sole traders with consumer rights, in particular the warranty exclusion in § 11 item 1 and the liability limitations in § 12 to the extent not permitted towards consumers. Articles 556⁴, 556⁵ and 576⁵ of the Polish Civil Code apply to them.
2. A sole trader with consumer rights may withdraw from the Sales contract without giving reasons within 14 days of taking possession of the goods (art. 7aa and art. 27-38 of the Polish Consumer Rights Act) by sending a statement to jonex@jonex.pl or by post to JONEX’s registered office. Sending the statement before the deadline is sufficient.
3. After withdrawal the Customer returns the goods to JONEX’s registered office within 14 days and bears the direct cost of return. JONEX refunds payments, including the cheapest delivery offered, within 14 days of receiving the statement, and may withhold the refund until it receives the goods or proof of their dispatch. The Customer is liable for any diminished value resulting from handling beyond what is necessary to establish their nature, characteristics and functioning.
4. The right of withdrawal does not apply in the cases listed in art. 38 of the Consumer Rights Act, in particular for goods made to the Customer’s specifications or clearly personalised (e.g. custom products, cut lengths).
5. A sole trader with consumer rights may bring claims before the court competent under general rules.

§ 14. Platform complaints

1. Complaints about the Platform and electronic services are sent to jonex@jonex.pl with a description and the account e-mail address.
2. JONEX handles them within 14 days and replies to the sender’s e-mail address.

§ 15. Personal data and cookies

1. JONEX is the controller of Users’ personal data. Processing is described in the Privacy policy at jonex.pl/rodo.
2. Cookies and browser storage are described in the Cookie policy at jonex.pl/cookies.

§ 16. Content and intellectual property

1. Photos, descriptions, catalogue cards, trademarks, the Platform layout and product database are legally protected and belong to JONEX or its licensors.
2. The Customer may download and use product documentation for its own business, including resale and installation of goods bought from JONEX. Bulk extraction of data (including by robots and scripts) and publication for other purposes require JONEX’s consent.

§ 17. Changes to these terms

1. JONEX may change these terms for important reasons, in particular changes in law, in order fulfilment, payment or delivery, or in Platform features.
2. JONEX informs account holders by e-mail or a notice in the B2B panel at least 14 days before changes take effect. A Customer who does not accept them may terminate the account contract in that period.
3. Orders placed before changes take effect are governed by the version accepted when the order was placed.

§ 18. Final provisions

1. Polish law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
2. Disputes are resolved by the common court competent for JONEX’s registered office, subject to § 13 item 5.
3. These terms are available free of charge at jonex.pl/regulamin in a form that allows download, storage and printing. JONEX stores the version accepted with each order.
4. These terms are drawn up in Polish and English. The Polish version prevails.
5. If any provision is invalid, the remaining provisions stay in force.

Contact

Questions about these terms: jonex@jonex.pl, tel. +48 94 374 31 51.