DARK BY RIOR

Public contract for the purchase and sale

«APPROVED»

By the Chair of the Management Board
of «DARK BY RIOR» Sp. z o.o.
Zhanna MITROKHINA
February 27, 2026

Revision No. 02-PL

PUBLIC CONTRACT FOR THE SALE AND PURCHASE OF GOODS

І. GENERAL PROVISIONS

1.1. For a more precise understanding of the terms of the Contract, the terms used herein shall have the following meanings:

1.1.1. Contract – this document (Public Contract for the Sale and Purchase of Goods), which is provided to the Buyer for review prior to payment for the goods by being posted on the website darkbyrior.com.

1.1.2. Website – the web page located at darkbyrior.com, including all subdomains (subfolders), the owner of which is the Website Administration.

1.1.3. Seller (Website Administration) – “DARK BY RIOR” SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ (country POLAND, voivodeship MAZOWIECKIE, WARSAW, ul. GOLESZOWSKA, no. 3, premises ---, postal code 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 applicable laws of the Republic of Poland and/or persons authorized by it to manage the Website. For the purposes of this Contract, references to the Website Administration shall simultaneously mean references 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 capacity to act, and wishes to purchase the Goods and agreed to the terms of this Contract or has already purchased the Goods.

1.1.5. Goods – cosmetic products posted on the Website.

1.2. This Contract is a public offer to an indefinite number of persons to conclude a contract for the sale and purchase of the Goods. The moment of conclusion of this Contract shall be deemed the occurrence of one of the circumstances, depending on which occurred earlier:

1.2.1. clicking the button “Place an order”, “Pay” or another similar button on the Website, the essence of which is reduced to the Buyer’s approval of the list of the final order;

1.2.3. the fact of making full payment of the price 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 the payment under this Contract.

Independent transfer by the Buyer of funds as partial or full payment for the price of the Goods without any initiation by the Seller of payment for the Goods shall not be deemed conclusion of the Contract. If the Contract has not been concluded, but the Buyer has transferred funds, then the latter has the right to a refund on the basis of an application submitted by the Buyer to the Seller to the email address specified in Clause

1.1.3. of the Contract. The refund shall be made within 10 (ten) business days from the moment the application is received by the Seller and the Seller confirms that the Buyer’s transfer of funds was erroneous.

1.3. The Contract may be concluded exclusively by a person who has full civil legal capacity and capacity to act under the laws 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 the Seller concluded the Contract with the Seller, then the Seller hereby notifies that it bears no liability for such actions and, as soon as it becomes aware of the Buyer’s violation of this clause, the Seller shall have the right to early terminate the Contract by written notice to such person of the termination date by any method convenient for the Seller, in particular, to the email address provided by the Buyer, to any messenger using the phone number.

1.4. Before accepting this Contract, the Buyer must familiarize itself with the terms of this Contract. The Seller posts this Contract in public access on the Website for unhindered familiarization with its terms, and may also provide this Contract to the Buyer via a convenient messenger or by email. If the Buyer does not understand the meaning of any clause of this Contract, the Buyer must contact the Seller for clarification of such clause(s). Full or partial payment for the Goods means full familiarization by the Buyer with the terms of the Contract, as well as unconditional agreement with all clauses of this Contract, because at the time of placing an order for the Goods the Buyer ticks the relevant box confirming familiarization with this Contract. If the Buyer considers any term of this Contract to be one that does not meet the Buyer’s interests or one that narrows the scope of its rights and obligations, then the Buyer undertakes to contact the Seller in order to settle existing disputes, otherwise the Buyer may not have any claims in this regard. If any provision of this Contract does not comply with the applicable laws of the Republic of Poland or the laws 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 terms of this Contract and/or does not agree to comply with the terms of this Contract (or a new revision of the Contract), it must not conclude (accept) this Contract. The Buyer independently bears all risks associated with accepting this Contract if it disagrees with its provisions, and the Seller is released from any liability related thereto towards the Buyer. This clause of the Contract DOES NOT mean that the Seller does not bear responsibility for the quality of the Goods it sells.

ІІ. SUBJECT OF THE CONTRACT

2.1. The Seller undertakes to transfer into the ownership of the Buyer cosmetic Goods, in particular for the care of nails, the skin of hands, 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 provided for by this Contract.

2.2. The name, quantity, price of the Goods and other terms shall be finally specified in the invoice, which is an integral part of this Contract.

2.3. The description of the characteristics of the Goods, their consumer qualities, photograph, warnings regarding use and conditions of use are posted in the product card of each specific Good on the Website.

ІІІ. DELIVERY TERMS

3.1. Orders are accepted in electronic form through the Website. It is possible to place an order through other means of the Seller’s electronic commerce, however, with the Buyer’s mandatory familiarization with the provisions of this Contract. Based on the order, the Seller issues a pro forma invoice.

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

3.3. The Seller transfers the Goods (batch of Goods) to the delivery service no later than within 3 (three) business days from the moment of payment for the Goods. The Goods are delivered on FCA delivery terms – Warsaw (warehouse of the delivery service) according to the “Incoterms-2020” rules (ICC Incoterms® 2020).

3.3.1. The Seller does not transfer to the Buyer the risks of destruction or damage of the Goods that occur during transportation. Responsibility for the integrity of the Goods during transportation is borne by the carrier, and in the event the Buyer receives damaged Goods, the Buyer must record with the carrier the fact of damage and submit a claim to the carrier regarding the damaged Goods.

3.4. The Buyer undertakes to reimburse the Seller for the cost of delivery if delivery was paid by the Seller. If delivery of the Goods was prepaid by the Seller (including in cases of “free delivery” for the Buyer), the Buyer undertakes to reimburse the Seller for the actual cost of delivery in the cases provided for in this Contract.

3.4.1. The cost of delivery is non-refundable to the Buyer and/or is subject to reimbursement by the Buyer to the Seller in the following cases:

refusal of the Buyer to receive the Goods after they have been shipped;
failure by the Buyer to collect the Goods at the delivery service branch or at the delivery address within the period established by the carrier;
return of the shipment by the carrier due to incorrectly indicated contact details, address or other details provided by the Buyer;
return of the Goods not due to the Seller’s fault;
absence of the Buyer at the delivery address;
impossibility of delivery for reasons beyond the Seller’s control;
cancellation of the order after the actual transfer of the Goods to the carrier.

3.4.2. In the event of any occurrence listed in Clause 3.4.1. of the Contract, at the Seller’s choice, the Buyer must pay in favor of the Seller or the Seller has the right to withhold from the refund amount for undelivered goods:

the cost of the initial delivery;
the cost of the return (returned) delivery;
additional carrier costs (storage, return, redirection), if such were charged.

3.4.3. In the case of international delivery (outside the Republic of Poland), the Buyer additionally bears responsibility for all costs related to: customs clearance in the recipient country; customs duties, taxes, fees in the recipient country; return of the shipment due to refusal to pay customs duties or failure to pass customs control for reasons beyond the Seller’s control; risks of accidental destruction or damage to property, disposal of the Goods, detention of the Goods by regulatory authorities, as well as other events that may occur during transportation of the Goods outside the Republic of Poland. The Seller does not reimburse the Buyer for any losses in connection with delay of the Goods, their seizure or disposal. The Seller does not pay customs duties, taxes, fees of the Seller, as well as other payments on the territory of the Buyer. In case of delay, refusal of customs clearance or return of the Goods due to regulatory requirements, customs restrictions or import rules of the Buyer’s country, the Seller shall not be liable for such circumstances, and the costs of delivery, storage and return shall be borne by the Buyer.

3.4.4. In case the Buyer initiates a return of the Goods (except for cases of manufacturing defect or the Seller’s error), the costs of delivery of the Goods from the Buyer to the Seller shall be borne by the Buyer.

3.4.5. If the Buyer refuses to receive the Goods or does not collect them from the carrier, the Seller has the right to:

withhold the cost of delivery and other expenses in accordance with Clauses 3.4.2., 3.4.3. of the Contract from the refund amount;
issue the Buyer an invoice for reimbursement of the actual logistics costs.

3.4.6. In case of reshipment of the Goods at the Buyer’s initiative after their return by the carrier, reshipment is carried out exclusively subject to receipt, as a deposit, from the Buyer of an amount of funds necessary to cover operating costs for reshipment and the possible repeated refusal of the Goods and return delivery of the Goods.

3.4.7. The cost of delivery is deemed the actual expenses incurred by the Seller and is confirmed by the tariffs of the relevant delivery service (FedEx, DHL, UPS, Nova Post, other carriers) and/or transport documents.

3.4.8. Reimbursement of the cost of delivery shall not apply only if the return or non-delivery of the Goods occurred exclusively due to the Seller’s or the carrier’s fault, subject to proper confirmation of such fact.

3.4.9. Regardless of what is stated on the Website, if the Buyer in at least one previous order performed one of the actions provided for in Clause 3.4.1. of this Contract, the Seller has the right to refuse repeated free shipment of the Goods for subsequent orders, and also to require prepayment for a possible return of the Goods in case the Buyer refuses to receive the Goods.

3.5. If, due to the Buyer’s fault and with the Seller’s consent, the basic delivery terms specified in this Contract have changed, all costs associated with such changes shall be borne by the Buyer, who shall pay their cost within 2 (two) days from the moment of issuance of the invoice.

3.6. Title to the Goods passes from the Seller to the Buyer from the date of payment for the Goods, and in case the Seller refunds the Buyer for the Goods – title passes from the Buyer to the Seller from the moment of the refund for the Goods.

3.7. The moment of the Seller’s fulfillment of its obligations to transfer the Goods shall be deemed the date of receipt of the Goods by the delivery service on FCA delivery terms – Warsaw (warehouse of the delivery service) according to the “Incoterms-2020” rules (ICC Incoterms® 2020). The moment of delivery of the Goods shall be deemed the date the Buyer receives the Goods. If the Goods were not received by the Buyer due to the Buyer’s fault, the Buyer undertakes to reimburse the Seller for all incurred losses and delivery costs of the Goods and related costs (storage, return delivery, etc.).

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

3.9. The quality of the delivered Goods 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 Goods will be packed and does not object to such packaging. The cost of packaging is included in the price 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 out of stock, the Seller, at the Buyer’s choice, undertakes either to refund the funds for the Goods that cannot be delivered (if funds were paid by the Buyer) or to inform the Buyer of the required waiting period for the Goods. If part of the Goods from the Order is out of stock, the Seller has the right to fulfill the Order partially (ship the available Goods) or offer the Buyer replacement/waiting/refund for the missing items.

ІV. PRICE OF THE CONTRACT AND PAYMENT PROCEDURE

4.1. The price of the Goods is indicated on the Website in each Goods card and is the price per unit of goods. The price of the Goods does not include the cost of delivery, return delivery (in case of refusal), VAT, customs duties, taxes of third countries. Before confirming the order and making payment on the “Checkout” page, the Seller provides the Buyer with the final price of the Goods taking into account VAT and the cost of delivery (excluding possible customs duties, taxes and other fees of the Buyer, which are paid by the Buyer).

4.1.1. The Seller has the right to change the prices for the Goods unilaterally. The new prices come into force from the moment of their publication on the Website.

4.1.2. A change in prices does not affect orders for which the Buyer has already made payment. If the price of the Goods changed after placing the order but before payment, the Seller has the right to require payment at the updated price or cancel the order.

4.1.3. The Seller may notify the Buyer of a change in prices by publishing relevant information on the Website and/or sending a notice to the Buyer’s email address. The absence of a separate notice is not grounds for applying previous prices.

4.2. In the case of international delivery outside the Republic of Poland, the Buyer acts as the importer of the Goods and independently bears responsibility for payment of customs duties, taxes, fees and other mandatory payments of the destination country, as well as for fulfillment of customs formalities and provision of necessary documents to the customs authorities. Such payments are not included in the price of the Goods and are not controlled by the Seller.

4.3. 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 Seller issues an invoice to the Buyer for payment. Initiation by the Seller of a payment via the “STRIPE” payment system is equated to issuing an invoice for payment.

4.4. The payment currency is determined on the Website and/or in the invoice for payment. If payment is made in a currency other than the currency specified by the Seller, all costs related to currency conversion, bank fees and payment system fees shall be borne by the Buyer.

4.5. The moment of issuance is the date of issuance of the invoice or the date of initiation by the Seller of the payment via the “STRIPE” payment system. If the Buyer needs more time to make payment, the Buyer must notify the Seller in writing of the need to extend the time for payment, and the Seller must confirm such extension. If payment for the Goods was not made within one business day from the moment the Seller issued the invoice to the Buyer for payment, the Seller does not guarantee the availability of the Goods and the final price of the Goods. The invoice is deemed cancelled after the expiration of one business day from the moment of issuing the invoice, if the payment term was not extended by agreement of the Parties. If the invoice is not paid within the established deadline, the order is deemed automatically cancelled without additional notification to the Buyer, and reservation of the Goods ceases on the 2nd (second) business day after issuing the invoice.

4.6. The invoice is provided to the Buyer in one of the following ways: together with the Goods upon shipment, or in the electronic document management system “AUTENTI”, or by email.

4.7. The date of payment is the date of crediting of funds to the Seller’s account.

4.8. The total value of the Contract is determined as the sum of the value of all batches of Goods shipped under this Contract and is determined by adding the value of the Goods under all invoices.

4.9. The Buyer undertakes to pay all bank fees during the execution of payments. The amount indicated in the invoice must be credited to the Seller’s account. All bank expenses related to the Seller’s transfer of funds to the Buyer under this Contract are paid by the Buyer. All fees of payment systems and financial institutions related to making the payment or refunding funds are borne by the Buyer, unless otherwise provided by mandatory provisions of law. The relevant financial institution informs the Buyer of the percentage (amount) of such fees.

V. INFORMATION ABOUT THE GOODS

5.1. Information about the Goods is contained on the Goods themselves, their packaging, label, marking, accompanying documents for the Goods, or is provided to the Buyer in another way (in an accessible visual form). Information about the Goods may also be provided remotely (by telephone, messengers, by posting information about the Goods on the Website). The Buyer confirms its consent to receive information about the Goods by means of remote or mobile communication.

5.2. The Buyer agrees that the information about the Goods posted on the Website is dynamic. This means that the information may be updated, changed and supplemented by the Seller at any time without prior notice to the Buyer.

5.2.1. In order to ensure the Buyer’s rights, the Seller guarantees that the information about the Goods is up to date at the moment the Buyer clicks the “Add to cart” button. If the Buyer does not place the order on the day the Goods were added to the cart, the Buyer undertakes to check the information about the Goods in the product card on the Website.

5.3. When ordering the Goods and upon receiving the Goods, before signing documents confirming receipt of the Goods, the Buyer must familiarize itself with the information about the Goods contained on the Goods, on the packaging and in the accompanying documents. If it is necessary to obtain additional information about the Goods, the Buyer must contact the Seller and receive the necessary information before accepting the Goods. Otherwise, the Buyer has no right to refer to the lack of any information or defects of the Goods.

5.4. Certain Goods may have the marking “For professional use only” and are intended exclusively for professional use by persons who have relevant knowledge and skills in the field of cosmetic procedures. The Buyer is responsible for using the Goods in accordance with their intended purpose. If the description of the Goods on the Website indicates that they are “For professional use only” (only for professional use), then such Goods are intended exclusively for use by qualified specialists who have relevant knowledge, skills and experience in using professional cosmetic products. Products marked “For professional use only” may contain active components that require special knowledge regarding the application technology, dosage, exposure time and conditions of use, and therefore are not intended for use by untrained consumers in household conditions. By placing an order for products marked “For professional use only”, the Buyer confirms that:

5.4.1. it is a professional user or purchases the products for professional use;

5.4.2. it is familiar with the rules for safe use of such products;

5.4.3. it will not use the products contrary to their intended purpose, the manufacturer’s instructions and the requirements of applicable law.

5.5. The Goods are cosmetic products and may cause individual allergic reactions depending on the characteristics of the Buyer’s and/or end user’s body. Before using the Goods, the Buyer and/or end user must familiarize themselves with the composition of the Goods, instructions for use, warnings and recommendations of the manufacturer indicated on the packaging, label or on the Website. The Seller is not responsible for the occurrence of allergic or other individual reactions if the Goods are used contrary to the instructions, not for their intended purpose, without a preliminary sensitivity test or by persons with increased sensitivity to components of cosmetic products. It is recommended to conduct a preliminary sensitivity test (patch test) before full use of the Goods, especially in case of a tendency to allergic reactions or sensitive skin. If signs of an allergic reaction (redness, irritation, itching, swelling, etc.) occur, use of the Goods should be stopped immediately and, if necessary, a doctor should be consulted.

5.6. If the legislation of the country of use, other than the Republic of Poland, establishes additional requirements for circulation, use or distribution of professional cosmetic products, the Buyer undertakes to independently ensure compliance with such requirements and bears full responsibility for placing the products on the market and their use in accordance with applicable regulations. At the same time, the Seller guarantees that the Goods comply with Regulation (EC) No 1223/2009 of the European Parliament and of the Council of 30 November 2009 on cosmetic products. The Seller does not guarantee compliance of the Goods labeling with the requirements of legislation of other jurisdictions beyond the European Union.

5.6.1. If adaptation of the Goods labeling to the requirements of the legislation of the import country is necessary (additional labels, translation of the composition, application of additional warnings, etc.), relabeling is carried out by the Buyer at its own expense and under its own responsibility.

5.6.2. The Buyer undertakes not to change, remove or conceal the Seller’s original labeling without the Seller’s prior written consent.

5.7. Photographs, graphic images, colors, shades, textures and visual elements of the Goods posted on the Website may slightly differ from the actual appearance of the Goods due to technical features of screen display, lighting, production batches or packaging, which is not deemed non-conformity of the Goods. The Buyer agrees that the packaging design, labeling, marking, as well as the appearance of the Goods may differ depending on the production batch, branding updates or legal requirements, which does not affect the quality and functional properties of the Goods.

VІ. CLAIMS (COMPLAINTS)

6.1. The Buyer has the right to submit to the Seller a claim (complaint) if defects in the quality or quantity of the Goods are discovered (except for cases of shortage or defects of the Goods that arose during transportation of the Goods related to the carrier’s responsibility).

6.2. The procedure for consideration of claims (complaints) regarding the Goods, the Seller’s warranty obligations, the procedure for refunding funds for the Goods, in the case of manufacturing defect, is provided for by a separate document “Terms and Rules for Return and Exchange of Goods for Buyers on the website darkbyrior.com”, posted at the link https://darkbyrior.com/ua/umovy-povernennya-ta-obminu-tovaru.

6.3. In the event the Buyer initiates a chargeback (refund) procedure without prior contact with the Seller, the Buyer gives the Seller consent to provide the payment operator with all evidence of proper fulfillment of the Order, including the invoice, shipment confirmation, carrier documents, correspondence with the Buyer, and to disclose the Buyer’s personal data, namely: full name, email, phone number, which are necessary to identify the Buyer for the purpose of proper dispute resolution.

6.4. The Buyer has the right to return the Goods taking into account the specifics of the Goods as a cosmetic product, which is regulated by a separate document “Terms and Rules for Return and Exchange of Goods for Buyers on the website darkbyrior.com”, posted at the link https://darkbyrior.com/ua/umovy-povernennya-ta-obminu-tovaru.

VIІ. DISPUTE RESOLUTION PROCEDURE. WARRANTIES AND LIABILITY OF THE PARTIES

7.1. In case of non-performance or improper performance of obligations under this Contract, the Parties shall be liable in accordance with the provisions of applicable law of the Republic of Poland.
7.2. The Seller is not responsible for violation of the delivery time of the Goods, and is only responsible for the time of handing over the Goods to the delivery service. For violation of delivery times of the Goods, as well as other requirements during transportation, the delivery service is responsible.

7.3. The Seller is not responsible for making payments if they are made using payment systems. Acceptance and processing of payments for the Goods through the Website takes place using the “STRIPE” payment service (https://stripe.com/), administered by Stripe Technology Europe, Limited or another company the details of which are posted on the website https://stripe.com/

7.3.1. In connection with the use of the “STRIPE” payment service (https://stripe.com/), at the request of the payment service the Seller has the right to suspend processing of the Buyer’s order in case of suspicion of fraud, unauthorized payment, chargeback or other risks associated with payment. In such case, the Seller may request additional identification of the Buyer or cancel the Order with a refund.

7.4. The Seller is not liable for any errors and typos. All information and materials are provided on an “AS IS” basis, without warranties, whether express or direct.

7.5. The Seller is not responsible for any consequences arising as a result of the use of products marked “For professional use only” by persons without proper qualifications, in violation of instructions, safety rules, manufacturer’s recommendations or not for the intended purpose.

7.6. The Buyer has no right to resell products marked “For professional use only” as mass consumer products or position them as intended for general (non-professional) use, and also undertakes to ensure proper informing of end users about their professional purpose.

7.7. The Buyer is responsible for verifying the possibility of use, import and circulation of cosmetic products in the country of delivery and use, taking into account local regulatory requirements, restrictions and rules for the use of cosmetic products. The Seller is not responsible for the consequences of using the Goods not for their intended purpose, in violation of the instructions, safety rules, manufacturer’s recommendations or after the expiration date.

7.8. The Seller is not responsible for any consequences arising as a result of improper storage of the Goods by the Buyer, violation of storage conditions and other requirements indicated on the packaging or in accompanying documents, as well as use of the Goods after the expiration date.

7.9. The Seller does not verify whether reviews of the Goods originate from persons who actually purchased the Goods.

7.10. Disputes arising under this Contract are resolved by the Parties through negotiations. Proposals for settlement of a dispute are sent to the Seller’s email address specified in this Contract. If as a result of negotiations the Parties were unable to reach mutual agreement, as well as if one of the Parties avoids negotiations, the dispute is referred to the court in the manner determined by the laws of the Republic of Poland.

VIIІ. FORCE MAJEURE CIRCUMSTANCES

8.1. The Parties are released from liability for full or partial non-performance or improper performance of obligations provided for by this Contract if it occurred as a result of force majeure circumstances and/or circumstances of irresistible force.

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

8.2.1. Force majeure circumstances may be recognized as events that took place at the time of conclusion of this Contract, but did not affect the performance by the Parties of their obligations. If a Party understands that it may fall under the effect of force majeure circumstances (strikes at the border, military actions in a certain region, etc.), it must notify the other Party of such risk and take all possible actions to avoid these circumstances.

8.3. Force majeure circumstances and the moment of their occurrence must be properly confirmed.

8.4. In the event of force majeure circumstances and/or circumstances of irresistible force, the term for performance of obligations under the Contract is accordingly extended for the time during which such circumstances were in effect. At the same time, the existence of force majeure circumstances and/or circumstances of irresistible force does not release the Buyer from acceptance of the shipped Goods. Force majeure circumstances also cannot be grounds for refunding funds for the paid Goods.

8.5. The Party for which the impossibility of performance of obligations under the Contract arose due to force majeure circumstances and/or circumstances of irresistible force must, at the first opportunity, send the other Party a notice of their occurrence.

IХ. INTELLECTUAL PROPERTY RIGHTS

9.1. All intellectual property objects, including but not limited to the “DARK BY RIOR” trademark, logos, packaging design, photographs, graphic images, textual content, video materials and any other materials posted on the Website, are the exclusive property of the Seller or are used by the Seller on lawful grounds.

9.2. The Buyer is prohibited, without the Seller’s prior written consent, from:

9.2.1. copying, reproducing, modifying or distributing any materials from the Website, including photographs, descriptions of the Goods and packaging design;

9.2.2. using the “DARK BY RIOR” trademark or similar designations in its own advertising, marketing or commercial materials, on its own websites, “Instagram” profiles;

9.2.3. registering or filing applications for registration of trademarks, domain names or other designations that are identical or confusingly similar to the “DARK BY RIOR” trademark;

9.2.4. using the Seller’s content to promote competing goods or services.

9.3. Violation by the Buyer of the Seller’s intellectual property rights is grounds for immediate termination of the Contract, refusal to deliver the Goods and, in case of damages, compensation to the Seller for the damages caused.

X. PROCEDURE AND CONDITIONS FOR TERMINATION OF THE CONTRACT

10.1. This Contract may be terminated early:

10.1.1. by mutual agreement of the Parties;

10.1.2. at the Buyer’s initiative in cases and in the manner provided for by this Contract, the rules for return of the Goods and applicable law;

10.1.3. at the Seller’s initiative in cases provided for by this Contract or applicable law.

10.2. Early termination of the Contract does not release the Parties from performance of obligations that arose before the termination date, in particular regarding:

10.2.1. payment for the Goods;

10.2.2. reimbursement of delivery and return delivery costs;

10.2.3. return of the Goods;

10.2.4. settlement of claims, disputes and financial obligations.

10.3. Termination of the Contract at the Buyer’s initiative (before shipment of the Goods) is permitted on the terms provided for by this Contract.

10.3.1. The Buyer has the right to terminate the Contract early by cancelling the Order until the moment of actual transfer of the Goods to the carrier.

10.3.2. Cancellation of the Order is carried out by sending a written notice to the Seller to the email address specified in this Contract, or by another means of communication that allows identification of the Buyer.

10.3.3. In case of cancellation of the Order before transfer of the Goods to the carrier, the Seller refunds the Buyer the funds paid for the Goods within a period not exceeding 10 (ten) business days.

10.4. Termination of the Contract by the Buyer after transfer of the Goods to the carrier is permitted in exceptional cases by arranging the return of the Goods in accordance with the terms of this Contract and the document “Terms and Rules for Return and Exchange of Goods” posted on the Website.

10.5. The Seller has the right to terminate the Contract early (cancel the Order) unilaterally in the following cases:

10.5.1. absence of the Goods in stock or impossibility to fulfill the Order;

10.5.2. provision by the Buyer of inaccurate, incomplete or erroneous data necessary to fulfill the Order;

10.5.3. suspicion of fraud, unauthorized payment, chargeback or other risks of the financial transaction;

10.5.4. violation by the Buyer of material terms of this Contract;

10.5.5. violation by the Buyer of sanctions restrictions, export restrictions or provisions of Clause 11.7 of this Contract;

10.5.6. the Buyer previously performed actions provided for in Clause 3.4.1 of this Contract repeatedly (2 or more refusal to receive the Goods, failure to receive the Goods);

10.5.7. the Buyer repeatedly initiated unfounded claims or chargeback procedures;

10.5.8. the Buyer has outstanding indebtedness to the Seller for previous orders;

10.5.9. the Buyer violated the Seller’s intellectual property terms;

10.5.10. other circumstances that objectively make performance of the Contract impossible.

In case the Seller terminates the Contract before transfer of the Goods to the carrier, the Seller refunds the Buyer the funds paid for the Goods within a period not exceeding 10 (ten) business days.

10.6. The Contract is deemed terminated from the moment one of the Parties sends a relevant written notice of termination, unless otherwise provided by such notice or mandatory provisions of law. Notice may be sent by email with mandatory confirmation of the identity of the person sending such notice.

10.7. The Contract cannot be terminated by the Buyer in respect of obligations already duly performed by the Seller, in particular after the actual transfer of the Goods to the carrier, except for cases directly provided for by law or the terms for return of the Goods. Termination of the Contract cannot be a basis for the Buyer’s refusal to pay the Seller’s actually incurred expenses, including logistics, banking, customs and other expenses, if their occurrence is not related to the Seller’s fault.

10.8. In case of termination of the Contract, the Parties carry out final settlements. If termination of the Contract is initiated by the Buyer after shipment of the Goods or in connection with refusal to receive the Goods, the provisions of Section III of this Contract regarding reimbursement of delivery, return and logistics costs apply.

XI. FINAL PROVISIONS

11.1. This Contract is deemed concluded from the moment specified in Clause 1.2. of the Contract and remains in force until it is terminated by one of the Parties, and with regard to submission of claims – until the expiration date of a specific Good.

11.2. The number and date of the revision of the Contract are indicated in the preamble of the Contract. The revision in force at the moment of crediting of funds to the Seller’s account for each separate delivery of a batch of Goods shall apply to the legal relations of the Parties regarding delivery of a batch of Goods. Before ordering each batch of Goods, the Buyer must familiarize itself on the website darkbyrior.com with the current revision of the Contract. If the Buyer cannot for technical reasons familiarize itself with the Contract posted on the Website, then before ordering a batch of Goods the Buyer must contact the Seller so that the Seller provides the Buyer with the current revision of the Contract for review.

11.3. The Parties recognize the legal force of documents transmitted by exchanging their scanned copies. At the request of one of the Parties, the other Party must provide the original of such document within 5 (five) business days from the date of receipt of such request. If a Party cannot provide the original document within the specified period, all risks of inability to provide such original are borne by such Party, and the scanned copy of the document is used in a dispute as an authentic original.

11.4. After conclusion of the Contract, all prior negotiations and correspondence that preceded its signing become invalid.

11.5. The Buyer has no right to transfer its rights and obligations under this Contract to third parties without the Seller’s written consent.

11.6. All relations of the Parties arising from this Contract in connection with its conclusion, interpretation, performance or termination are governed by the law (legislation) of the Republic of Poland.

11.7. The Buyer undertakes not to sell the Goods in 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 Contract. The Buyer undertakes to comply with all applicable sanctions restrictions, including but not limited to sanctions of the European Union, the United States of America (OFAC), the United Kingdom and other jurisdictions applicable to the circulation of the Goods. The Buyer undertakes not to re-export the Goods directly or indirectly to the territory or for the benefit of persons included in the EU, OFAC or other applicable sanctions lists. The Buyer confirms that it is not a person included in sanctions lists and that the final recipient of the Goods is not such a person. Violation by the Buyer of sanctions obligations is grounds for immediate termination of the Contract by the Seller unilaterally without any compensation to the Buyer. The Buyer undertakes not to manufacture Goods under the “DARK BY RIOR” trademark (TM).

11.8. The Buyer confirms the correctness of the details indicated by the Seller in the invoice (including the presence or absence of registration as a business entity, email, identification code, NIP, full name) and undertakes to inform the Seller of changes of authorized persons for receipt of the Goods (by default this is the Buyer), address, legal status, taxation system (including registration, suspension or cancellation as a VAT payer), etc., by sending a written letter within one day from the date of such changes. If notification is made in violation of the period specified in this clause or is not made at all, the Seller bears no liability for performance of obligations under the current details. If an incorrect authorized person of the Buyer is indicated in the accompanying documents, the Buyer must notify the Seller thereof. If the Buyer did not notify the Seller thereof, it is deemed that an authorized person acted on behalf of the Buyer.

11.9. A Party has the right to terminate this Contract unilaterally by sending to the other Party, to its registration/place of business address and the email address specified in the Contract, a written notice of such termination not later than 14 (fourteen) calendar days before the expected date of termination. At the same time, all obligations of the Parties that arose before the notice of termination and until the moment of actual termination of the Contract must be performed by the Parties.

11.10. All notices in accordance with the terms of this Contract are made in writing. The Parties give their consent to receive electronic notices to email and/or via messengers (WhatsApp, Telegram, Viber, etc.) linked to the phone number specified by the Party, or directly by phone and/or in the electronic document management system “AUTENTI”. Such notices are deemed proper notification of the Party. The Buyer undertakes to additionally send any letter to the Seller’s email address specified in this Contract, which will be deemed proper notification of the Seller.

11.11. The Buyer gives consent to the collection and processing of its 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, for the purpose of performance of this Contract. The Buyer hereby states that it has familiarized itself with the Privacy Policy posted on the Website darkbyrior.com.

11.12. The Parties may sign documents to the Contract and also conduct correspondence using the “AUTENTI” service.