Public contract for the purchase and sale

PUBLIC CONTRACT FOR PURCHASE AND SALE OF GOODS

on the website darkbyrior.com

I. GENERAL PROVISIONS

1.1.      For a more accurate understanding of the terms of the Agreement, the terms used therein have the following meanings:

1.1.1.   Contract – this document (Public Contract of Sale of Goods) provided to the Buyer for review prior to payment for the goods.

1.1.2.   Site – a web page located at the link darkbyrior.com, including all subdomains (subfolders), owned by the Site Administration.

1.1.3.   Seller (Site Administration) – «DARK BY RIOR» SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ (kraj POLSKA, woj. MAZOWIECKIE, WARSZAWA, ul. GOLESZOWSKA, nr. 3, lok. ---, kod 01-249, NIP: 5273103291, KRS: 0001093048, REGON: 52805532800000, VAT EU PL5273103291; email (for legal matters): lawyer@darkbyrior.com) – a legal entity registered in accordance with the current legislation of the Republic of Poland and/or persons authorized by it to manage the Website. According to the text of the Agreement, a reference to the Website Administration means a simultaneous reference to the authorized persons of the Website Administration.

1.1.4.   Buyer – a business entity or an individual who has full civil legal capacity and wishes to purchase the Goods and has agreed to the terms of this Agreement or has already purchased the Goods.

1.1.5.   Product – cosmetic products posted on the Site.

1.2.      This Agreement is a public offer to an unspecified number of persons to conclude a contract of sale of the Goods. The moment of conclusion of this Agreement is considered to be the occurrence of one of the following circumstances, depending on which occurred earlier:

1.2.1    clicking the "Buy", "Pay" or other similar button on the Site, the essence of which is the Buyer's approval of the final order list;

1.2.2    the fact of making full payment for the cost of the Goods on the basis of the invoice issued by the Seller or a payment link or payment for the Goods using a payment system (acquirer, such as Stripe) or other initiation by the Seller of making a payment under this Agreement.

Independent transfer of funds by the Buyer as partial or full payment of the cost of the Goods without any initiation by the Seller of payment for the Goods is not considered the conclusion of the Agreement. If the Agreement was not concluded, but the Buyer transferred funds, the latter has the right to a refund based on the application submitted by him to the Seller at the e-mail address specified in clause 1.1.2. of the Agreement. The refund is made within 10 (ten) business days from the date of receipt of the application by the Seller and confirmation by the latter of the error in the transfer of funds by the Buyer.

1.3.      The Agreement may be concluded by a person who has full civil legal capacity under the legislation of the Republic of Poland or the country of residence (citizenship) of the Buyer. If a person does not meet the requirements specified in this clause, but by misleading means concluded the Agreement with the Seller, the Seller hereby informs that it does not bear any responsibility for such actions and as soon as it becomes aware of the Buyer's violation of this clause, the Seller will have the right to early terminate the Agreement by notifying such person in writing of the date of termination of the Agreement in any manner convenient for the Seller, in particular, to the e-mail address notified by the Buyer, to any messenger by phone number.

1.4.      Until the moment of payment for the Goods, that is, until the moment of acceptance of this Agreement, the Buyer is obliged to familiarize himself with the terms of this Agreement. The Seller places this Agreement in public access for unhindered familiarization with its terms, and may also provide this Agreement in a convenient messenger or to the Buyer's e-mail. If the Buyer does not understand the meaning of any clause of this Agreement, the Buyer is obliged to contact the Seller for clarification of such clause (clauses). Full or partial payment for the Goods means full familiarization with the terms of the Agreement by the Buyer, as well as unconditional agreement with all clauses of this Agreement, because at the time of ordering the Goods, the Buyer checks the appropriate box about familiarization with this Agreement. If the Buyer considers any provision of this Agreement to be incompatible with the Buyer's interests or to be limiting the scope of his rights and obligations, the Buyer undertakes to contact the Seller to resolve any existing disputes, otherwise the Buyer may not have any claims in this regard. If any provision of this Agreement is inconsistent with the current legislation of the Republic of Poland or the legislation of the European Union, the relevant legislation shall apply to the regulation of legal relations.

1.5.      If the Buyer does not agree with any of the terms of this Agreement and/or does not agree to comply with the terms of this Agreement (or a new version of the Agreement), he is obliged not to conclude (accept) this Agreement. The Buyer independently bears all risks associated with the acceptance of this Agreement in the event of disagreement with its provisions, and the Seller is released from any related liability to the Buyer. This clause of the Agreement does NOT mean that the Seller is not responsible for the quality of the Goods sold.

II. SUBJECT OF THE AGREEMENT

2.1.      The Seller undertakes to transfer to the Buyer the ownership of cosmetic Goods, in particular for nail care, hand skin care, as well as other cosmetic products in accordance with the Buyer's order, and the Buyer undertakes to pay for and accept the Goods on the terms and conditions stipulated in this Agreement.

2.2.      The name, quantity, cost of the Goods and other conditions are finally indicated in the invoice, which is an integral part of this Agreement.

2.3.      A description of the characteristics of the Goods, its consumer qualities, a photo, precautions for use and conditions of use are placed in the card of each specific Goods on the Site.

III. DELIVERY CONDITIONS

3.1.      Orders are accepted electronically via the Site. It is possible to place an order through other means of electronic commerce of the Seller, however, with the mandatory familiarization of the Buyer with the provisions of this Agreement. Based on the order, the Seller generates an invoice.

3.2.      Delivery of the Goods is carried out at the expense of the Buyer and in batches. A batch of Goods is a Goods issued with one invoice.

3.3.      The Seller transfers the Goods (batch of Goods) to the delivery service on the day of payment for the Goods, but no later than within 3 (three) business days from the date of payment for the Goods on the terms of delivery FCA - Warsaw (delivery service warehouse) in accordance with the rules of "Incoterms-2020" (ICC Incoterms® 2020). The Buyer undertakes to reimburse the Seller for the cost of delivery if the delivery is paid by the Seller

3.4.      If the basic delivery conditions specified in this Agreement have changed due to the fault or at the request of the Buyer, all costs associated with these changes are borne by the Buyer, who pays their cost based on the invoice issued.

3.5.      The ownership of the Goods, as well as all risks associated with it, are transferred from the Seller to the Buyer from the date of delivery of the Goods.

3.6.      The date of delivery of the Goods is considered to be the date of receipt of the Goods by the delivery service. The invoice is provided to the Buyer in one of the following ways: when sent together with the Goods or to the electronic document management system "AUTENTI" or by e-mail.

3.7.      If the Buyer has not received the Goods from the carrier, such Goods have been returned to the Seller, the Buyer does not contact the Seller and the Buyer does not respond to the Seller's message, the Seller has the right to either leave the Goods with the carrier for further disposal or pick up the Goods from the carrier. To re-send the Goods, the Buyer is obliged to pay the Seller the cost of the carrier's services for the previous shipment and the cost of the carrier's services for the new shipment. If the Buyer requests re-send the Goods, and the price of the Goods has already been changed by the Seller, the Buyer is obliged to pay the difference between the new cost of the Goods and the funds actually paid by the Buyer.

3.8.      The Seller does not insure the Goods. At the Buyer's request, the Parties may agree on the terms and procedure for insuring the Goods separately.

3.9.      The quality of the Goods delivered must comply with Regulation (EC) No. 1223/2009 of the European Parliament and of the Council of 30 November 2009 on cosmetic products.

3.10.    The Buyer is informed of how each batch of the Goods will be packaged and does not object to such packaging. The cost of packaging is included in the cost of the Goods and is not refundable to the Seller.

3.11.    If after ordering or paying for the Goods it becomes clear that the Goods are not in stock, the Seller, at the Buyer's choice, undertakes to either refund the money for the Goods that cannot be paid for (if the money was paid by the Buyer) or inform the Buyer of the required waiting period for the Goods.

IV. CONTRACT PRICE AND PAYMENT PROCEDURE

4.1.      Payment for a batch of Goods is made by 100% advance transfer of funds to the Seller's account within one business day from the moment the Buyer is invoiced for payment. The moment of issuance is the date of invoice preparation. If the Buyer needs more time to make payment, he is obliged to notify the Seller in writing of the need to increase the time for payment and the Seller must confirm such an increase in time. If payment for the Goods has not been made within one business day from the moment the Buyer is invoiced for payment, the Seller does not guarantee the Buyer the availability of the Goods and the final cost of the Goods. The invoice is considered canceled after the expiration of two business days from the moment the invoice is issued, if the term for payment for the Goods has not been extended by agreement of the Parties.

4.2.      The date of payment is considered the date of crediting the funds to the Seller's account.

4.3.      The total value of the Agreement is determined by the sum of the value of all batches of the Goods shipped under this Agreement and is determined by adding up the value of the Goods under all invoices.

4.4.      The Buyer undertakes to pay all bank fees when making payments. The Seller's account must be credited with the amount indicated in the invoice. All bank charges associated with the transfer of funds by the Seller to the Buyer under this Agreement shall be paid by the Buyer.

V. COMPLAINTS (CLAIMS)

5.1.      The Buyer has the right to file a complaint (claim) with the Seller in case of defects in the quality or quantity of the Goods (except for cases of shortages or defects of the Goods that occurred during the transportation of the Goods, related to the responsibility of the carrier).

5.2.      Complaints (claims) regarding the quality of the Goods may be filed in writing no later than 2 (two) months before the expiration of the shelf life of a particular Goods, and regarding the quantity of the Goods - only upon receipt of the Goods from the carrier. If the Buyer has not filed a complaint (claim) within the period specified in this clause, he loses the right to file a complaint (claim) and the Goods are considered to be accepted by the Buyer of proper quality and in sufficient quantity in accordance with the accompanying documents for the Goods, unless otherwise established by law. In any case, complaints (claims) of the Buyer are not accepted regarding the Goods whose shelf life has expired.

5.3.      The Buyer must submit duly executed documents proving the content of the complaint (claim) to the complaint (claim).

5.4.      The deadline for responding to the complaint (claim) is 30 calendar days from the date of its receipt by the Seller. The date of receipt of the complaint (claim) is the date of registration of the claim by the Seller.

5.5.      Complaints (claims) regarding the quality of the Goods are considered only in relation to the quantity of the Goods for which the complaint is filed and the delivery of which is confirmed by an invoice.

5.6.      The Buyer does not have the right to dispose of or use the Goods for which the complaint (claim) is filed until the complaint (claim) is settled with the Seller. The Goods cannot be returned by the Buyer to the Seller until the Seller conducts an inspection or gives its sanction for this, as well as until the Buyer receives written instructions on the transportation of the Goods.

5.7.      In all cases where, upon receipt of the cargo from the carrier, damage or spoilage of the cargo, damage to the packaging, inconsistency of the name and weight of the cargo or the number of pieces with the data specified in the transport or shipping document (including the invoice), as well as in all other cases where this is provided for by the rules in force in transport, the Buyer is obliged to require the carrier to draw up a recording act with the reasons for the presence of the defect, take photographs and a full continuous video of the damaged cargo.

5.8.      Complaints (claims) filed by the Buyer in violation of the requirements provided for in this section of the Agreement are not accepted by the Seller for consideration.

5.9.      The cost of delivery of the Goods in respect of which the complaint (claim) is filed is borne by the Seller, if the validity of such complaint (claim) is proven. If it is found that the complaint (claim) is unfounded in part or in full, the Buyer is obliged to reimburse the Seller for all costs related to the consideration of the complaint (claim), in the part that is not justified.

VI. DISPUTE RESOLUTION PROCEDURE. LIABILITY OF THE PARTIES

6.1.      In case of non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with the provisions of the current legislation of the Republic of Poland.

6.2.      The Seller shall not be liable for violation of the delivery terms of the Goods. The delivery service shall be liable for violation of the delivery terms of the Goods, as well as other requirements during transportation. The Seller shall not be liable for making payments if they are made using payment systems. Acceptance and processing of payments for the Goods through the Site is carried out using the payment service "STRIPE" (https://stripe.com/), which is administered by Stripe Technology Europe, Limited or another company, the data of which is posted on the site https://stripe.com/.

6.3.      The Seller shall not be liable for errors and typographical inaccuracies. All information and materials are provided "AS IS", without warranties, both express and implied.

6.4.      Disputes arising under this Agreement shall be resolved by the Parties through negotiations. Proposals for the settlement of the dispute shall be sent to the Seller's email address specified in this Agreement. If the Parties fail to reach a mutual agreement as a result of negotiations, or if one of the Parties refuses to negotiate, the dispute shall be referred to court in accordance with the procedure established by the legislation of the Republic of Poland.

VII. FORCE MAJEURE CIRCUMSTANCES (FORCE MAJEURE)

7.1.      The Parties are exempt from liability for full or partial non-fulfillment or improper fulfillment of obligations stipulated by this Agreement, if it occurred as a result of force majeure and/or force majeure circumstances.

7.2.      Force majeure circumstances include all, without exception, events of an irresistible (extraordinary) nature that are beyond the control of each of the Parties and did not exist at the time of conclusion of the Agreement, provided that they cannot be avoided and overcome, and if these circumstances have affected or are affecting the performance by the Parties of their obligations under this Agreement.

7.2.1.   Force majeure circumstances may be recognized as events that occurred at the time of conclusion of this Agreement, but did not affect the performance of the Parties' obligations. If a party understands that it may be subject to force majeure circumstances (strikes at the border, military operations in a certain region, etc.), it is obliged to notify the other Party of such risk and take all possible actions to avoid these circumstances.

7.3.      Force majeure circumstances and the moment of their occurrence must be duly confirmed.

7.4.      In the event of force majeure and/or force majeure circumstances, the term for the performance of obligations under the Agreement shall be extended accordingly for the period during which such circumstances existed. In this case, the presence of force majeure and/or force majeure circumstances does not exempt the Buyer from accepting the shipped batch of Goods.

7.5.      The Party for which it is impossible to fulfill its obligations under the Agreement due to force majeure and/or force majeure circumstances shall, at the earliest opportunity, notify the other Party of their occurrence.

VIII. FINAL PROVISIONS

8.1.      This Agreement is considered concluded from the moment specified in clause 1.2. of the Agreement and is valid until the Buyer receives the Goods, and in terms of filing a complaint - until the expiration of the shelf life of a particular Product.

8.2.      The number and date of the revision of the Agreement is indicated in the preamble to the Agreement. The legal relationship between the Parties regarding the delivery of a batch of Goods is subject to the revision that is in force at the time of crediting funds to the Seller's account for each separate delivery of a batch of Goods. Before ordering each batch of Goods, the Buyer is obliged to familiarize himself with the current version of the Agreement on the darkbyrior.com website. If the Buyer cannot, for technical reasons, familiarize himself with the Agreement posted on the Website, then before ordering a batch of Goods, the Buyer is obliged to contact the Seller so that the latter provides him with the current version of the Agreement for review.

8.3.      The Parties recognize the legal force of documents transferred by exchanging scanned copies of it. At the request of one of the Parties, the other Party shall be obliged to provide the original of such a document within 5 (five) business days from the date of receipt of such a request. If a Party cannot provide the original of the document within the specified period, then such Party shall bear all risks of the impossibility of providing such an original, and a scanned copy of the document shall be used in the dispute as a reliable original

8.4.      After the conclusion of the Agreement, all previous negotiations and correspondence that preceded its signing shall become invalid.

8.5.      The Buyer shall not have the right to transfer its rights and obligations under this Agreement to third parties without the written consent of the Seller.

8.6.      All relations of the Parties arising from this Agreement in connection with its conclusion, interpretation, performance or termination shall be governed by the law (legislation) of the Republic of Poland.

8.7.      The Buyer undertakes not to sell the Goods to the following countries: the Russian Federation and the Republic of Belarus, or in any way cooperate with representatives of these countries regarding the sale of the Goods received under this Agreement. The Buyer undertakes not to manufacture the Goods under the trademark (TM) "DARK BY RIOR".

8.8.      By making full or partial payment, the Buyer confirms the correctness of the details specified by the Seller in the account (including the presence of registration as a business entity, email, identification code, NIP, full name) and undertakes to inform the Seller about changes in the authorized persons to receive the Goods (by default, this is the Buyer himself), address, legal status, taxation system (including registration, suspension or cancellation by the VAT payer), etc. by sending a written letter within one day from the date of such changes. If the notification is made in violation of the term specified in this clause or was not made at all, the Buyer shall compensate the Seller for all incurred (proven) losses. If the Buyer's authorized person is indicated in the shipping documents incorrectly, the latter shall be obliged to notify the Seller thereof. If the Buyer has not notified the Seller thereof, it shall be deemed that an authorized person acted on the Buyer's behalf.

8.9.      A Party has the right to unilaterally terminate this Agreement by sending the other Party a written notice of such termination of the Agreement to its registered/location address and e-mail address specified in the Agreement no later than 14 (fourteen) calendar days prior to the intended date of termination. In the event of termination of the Agreement by the Seller in the manner specified above, payment of any losses, penalties, etc. caused and/or related to such termination shall not be made to the Buyer.

8.10.    All notifications under the terms of this Agreement shall be made in writing. The Parties consent to receiving electronic messages by e-mail and/or via messengers (WhatsApp, Telegram, Viber, etc.) linked to the phone number specified by the Party and/or in the electronic document management system "AUTENTI". Such notifications shall be deemed to be proper notification of the Party. The Buyer undertakes to additionally send any letter to the Seller's e-mail address specified in this Agreement, which shall be deemed to be proper notification of the Seller.

8.11.    The Buyer consents to the collection and processing of his personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC in order to implement the terms of this Agreement. The Buyer hereby acknowledges that he/she is familiar with the Privacy Policy posted on the Website darkbyrior.com

8.12.    The Parties may sign additional agreements, invoices and other annexes to the Agreement using an electronic digital signature and correspond through the "AUTENTI" service.