(1) The organiser of the platform is CARBONQ CORPORATION Spółka z ograniczoną odpowiedzialnością with its registered office and address in Katowice, ul. Porcelanowa 23B, 40-246 Katowice, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court of Katowice-Wschód in Katowice, 8th Commercial Division of the National Court Register, under KRS number: 0000844422, NIP: 9542815571, REGON 386259150, share capital: PLN 5,000.00, e-mail: kontakt@carbonqpoland.pl (“CarbonQ”).

(2) The Platform is an ICT – information and remote selection system for the conclusion of sales contracts with CarbonQ (the “Platform”). To this end, CarbonQ makes the relevant system tools available to Users under the terms of the Terms and Conditions.

(3) The use of the Platform by the User is possible on condition that the User’s terminal equipment meets the following minimum technical requirements:
(a) The User’s terminal equipment must have a compatible internet browser
(b) The User’s terminal equipment must have a stable internet connection

(1) The platform is intended for use only by entrepreneurs – natural persons conducting, on their own behalf, economic or professional activity in the field of maintenance and repair of motor vehicles or similar, as well as legal persons or organisational units to which specific provisions confer legal personality, conducting economic activity on the basis of entry in the Register of Entrepreneurs of the National Court Register or other relevant state register (the “User”). Account registration is required for use of the Platform (the “User Account”). The User is only entitled to register one User Account; in the event that the User is found to have more than one User Account, CarbonQ is entitled to delete the User Account created as the second or any subsequent User Account.

(2) In order to register the User Account, the User is required to complete the registration form made available on the Platform by entering all the required data, such as the name or surname and first name, and the registration number or tax identification number, if the User is a natural person, the tax identification number, registered office address, correspondence address, if different from the registered office address, electronic mail address and contact number, including the details of the person acting on behalf of the User who is not a natural person or of a person other than the natural person who is to be the User, if the natural person who is the User intends to use the Platform through a representative.

(3) CarbonQ reserves the right to request additional declarations or documents confirming, in particular, the empowerment of the person referred to in paragraph (2), if the determination of the empowerment of that person is not possible on the basis of a list or other register to which free electronic access is possible, as well as confirming the conduct of business activities by the User, if the User has a registered business, a registered office or an actual place of business outside the territory of the Republic of Poland; if the documents are drawn up in a language other than Polish, also an English translation. Information regarding the additional documents referred to in the preceding sentence shall be provided in the email sent by CarbonQ upon completion of the registration form.

(4) When registering a User Account, the User enters a login, which is the User’s e-mail address, and a password. Registration of a User Account requires the User to accept the relevant clauses below the registration form. The clauses required for the registration of the User Account are clauses confirming that the User has read the Terms and Conditions and agrees to the processing of personal data by CarbonQ for the purposes of registering and maintaining the User Account, processing the Orders placed by the User and agrees to CarbonQ passing the User’s personal data to third parties for the purposes of executing the Sales Agreements.

(5) Activation of the User Account takes place after CarbonQ has verified the accuracy of the data provided by the User during the registration process. If there is any doubt as to the veracity of the data provided by the User during User Account registration, CarbonQ reserves the right to perform additional verification. CarbonQ notifies the User of the activation of the User Account in the form of an email sent to the email address provided by the User in the registration process.

(6) The User Account is assigned to the User. The User Account can only be accessed by persons who log in with the correct login and password. The User is solely responsible for the consequences of making the login and password available to third parties. If the person authorised to act on behalf of the User, who has registered a User Account on behalf of the User and who is not the User, changes, the User must contact CarbonQ to change the details of that person. CarbonQ is not liable for the actions of these persons and their access to the User Account if the User fails to comply with the obligation referred to in the preceding sentence, in particular Sales Agreements concluded by third parties using the User Account shall be deemed to have been concluded on behalf of the User and shall have binding force against the User.

(1) CarbonQ, through the Platform, enables Users to make offers to purchase goods made available on the Platform, the information about which is provided in the relevant tabs of the Platform constitutes an invitation to make offers in accordance with the Terms and Conditions (the “Order”). Detailed information specifying the material terms and conditions of the sales agreement concluded as part of the Order is contained in the tab which constitutes an invitation to make an offer for the goods referred to in the preceding sentence, the content of which forms an integral part of the Terms and Conditions.

(2) The photographs and descriptions of the goods on the Platform are for illustrative purposes only. They are intended solely to enable the User to form a general impression of the properties, appearance and performance of the goods. In particular, the appearance of the goods in the photographs shown on the Platform may differ from the external appearance of the goods delivered, which differences may be caused by, among other things, different monitor settings, lighting conditions, etc. The discrepancies in the appearance of the goods referred to in the preceding sentence shall not constitute grounds for liability for defects; these reservations shall not apply to the specifications of the goods.

(3) Notices, advertisements, price lists and other information posted on the Platform shall, in the event of any doubt, be deemed not to constitute a binding offer by CarbonQ, but an invitation to submit offers. Nor do they constitute assurances by the seller regardless of their content. Under no circumstances shall the content of the Platform be deemed or interpreted as giving rise to a reservation by CarbonQ to enter into a particular obligation or to perform a particular service.

(4) The order shall specify the type and quantity of the goods for which the User is making an offer to purchase, in a quantity not less than that specified, as a minimum order quantity determined according to the goods and their manufacturer, the selling price offered, calculated on the basis of the invitation to submit offers, the place to which the goods are to be transported if the User wishes to authorise CarbonQ to commission a carrier to transport the goods to the place of substitution to the place of delivery chosen by the User, and the proposed terms of payment. The Order is placed in the Order summary tab, where the User accepts the Order in each case by ticking the clauses referred to in § 2(4) second sentence of the Terms and Conditions, and clicking the option “Place order”. The registered office of CarbonQ shall be deemed to be the place where the Order is placed.

(5) The User receives confirmation of the Order by an e-mail message automatically generated by the Platform, sent to the e-mail address assigned to the User Account, accompanied by the Terms and Conditions in the form of a PDF document. Receipt by the User of an acknowledgement of receipt of the Order is binding on the User. The User may cancel the Order no later than 24 hours after receiving confirmation of receipt of the Order by CarbonQ.

(6) The conclusion of an agreement on the basis of an Order, subject to § 3(7) of the Terms and Conditions, shall take place upon its acceptance by CarbonQ. The User shall be informed by CarbonQ of the acceptance of the Order by an e-mail sent to the e-mail address assigned to the User Account, accompanied by an invoice (the “Sales Agreement”). The provisions on implicit and tacit acceptance of an offer shall not apply to the acceptance of the Order by CarbonQ.

(7) If the Order does not correspond to the minimum purchase volume of the goods in question or the quantity of goods in stock prevents the execution of the Sales Agreement in a single delivery, CarbonQ shall submit a response to the Order constituting a confirmation of the Order subject to a change to the amount of the order for the goods in question corresponding to the minimum order volume and/or the estimated date of execution of the Sales Agreement and/or the terms of payment, which shall not constitute a material change to the Order. If the User does not object to the inclusion of the changes referred to in the preceding sentence in the Order within 24 hours of their being sent by CarbonQ, the Sales Agreement shall be deemed to have been concluded with the content set out in the Order taking into account the objections contained in the response thereto.

(1) The prices on the Platform next to the relevant goods are gross prices and do not include information on delivery costs and any other costs that the User will be obliged to pay in connection with the Sales Agreement, which will be communicated to the User when choosing the delivery method and placing the Order.

(2) The User can choose the following forms of payment:

• bank transfer to CarbonQ’s bank account: ING Bank Śląski 76 1050 1214 1000 0090 3222 9594, in which case the date on which the funds are credited to CarbonQ’s bank account will be deemed to be the date of payment of the sale price;
• bank transfer or card payment through an external payment systems: Przelewy 24, Stripe, PayPal, in which case the date of payment of the sale price shall be the date on which CarbonQ receives information from the system operator that the payment has been made by the User.

(3) The User shall be informed each time by CarbonQ on the Platform of the deadline by which the User is obliged to make payment for the Order in the amount resulting from the Sales Agreement concluded.

(4) In the event that the User fails to make payment within the period referred to in paragraph (3), CarbonQ shall set an additional period for the User to make payment, together with information that once the set deadline for payment expired ineffectively, CarbonQ shall withdraw from the Sales Agreement, of which it shall inform the User by e-mail sent to the e-mail address assigned to the User Account. In the event of ineffective expiry of the set deadline for payment, CarbonQ shall send the User a statement of withdrawal from the agreement by e-mail sent to the e-mail address assigned to the User Account.

(1) The delivery of the goods shall take place once the User has paid the sales price in full. The delivery date indicated in the invitations to submit offers to purchase the goods as referred to in § 3(1) of the Terms and Conditions is estimated. The delivery period is up to 45 days from the date of payment of the sales price in full; for cash on delivery, the delivery period is calculated from the date of conclusion of the Sales Agreement.

(2) The goods are placed at the CarbonQ warehouse for collection by the User. CarbonQ shall inform the User of the place of delivery of the goods at the latest when the Sales Agreement is concluded. CarbonQ shall notify the User of the date on which the goods are to be placed by e-mail sent to the User’s e-mail address no later than 24 hours before the date on which the goods are to be placed. When the date of delivery approaches, the benefits and burdens of the goods and the danger of accidental loss or damage to the goods shall pass to the User.

(3) If the User fails to collect the goods on time, the goods shall be stored in the warehouse of CarbonQ, which shall be entitled to charge the User a storage fee of 1% (one percent) of the Sales Agreement value for each day of storage; until such time as the User pays the storage fee, CarbonQ shall have a lien on the goods. CarbonQ may also deposit the goods in court deposit at the User’s expense, with the right to retain the storage fee referred to in the previous sentence. CarbonQ shall not be liable for loss or damage to the goods during storage, unless the damage was caused intentionally.

(4) In the event of a delay by the User in collecting the goods, after the User has been ineffectively requested to collect the goods within a period of not less than 7 days, CarbonQ shall be entitled to sell the goods for the account of the User by auction in accordance with the rules provided for the enforcement of movable property. CarbonQ shall immediately notify the User of the sale by e-mail sent to the e-mail address assigned to the User Account, with a request to indicate the bank account to which the sale price should be transferred, under penalty of being deposited in court deposit.

(5) The User may authorise CarbonQ to commission a carrier of its choice, on its own behalf and for the User’s account, to transport the goods from the place of delivery to the place specified by the User. The User shall bear the costs of delivery, in particular measuring or weighing, packaging, insurance at the User’s request for the time of carriage and the costs of shipping, as well as the costs of collecting the goods; CarbonQ may make the acceptance of an assignment conditional on the User paying the costs of delivery in advance. The granting of the assignment referred to in the first sentence shall not transfer to CarbonQ the benefits and burdens of the goods and the danger of their accidental loss or damage.

(6) In the case referred to in paragraph (1), the User shall be obliged to examine the consignment at the time and in the manner customary for consignments of this kind; if the User finds that there has been a loss or damage to the goods during carriage, the User shall be obliged to do all things necessary to establish the carrier’s liability. If the User fails to collect the goods from the carrier, the provisions of paragraphs (3) and (4) shall apply accordingly.

(1) The Customer has the right to withdraw from the distance contract without giving any reason within 14 days from the date of receipt of the goods.

(2) To exercise the right of withdrawal, the Customer must submit a written statement (sent to the Seller’s registered address or via e-mail to the address provided on the website).

(3) In case of withdrawal from the contract, the Customer is obliged to return the goods to the Seller without undue delay and bear the costs of such return.

(4) The Seller shall reimburse the payment within 14 days from the date of receipt of the statement of withdrawal from the contract. However, the Seller may withhold the reimbursement until the goods are received back or until the Customer provides proof of returning them.

(1) The Customer may file a complaint regarding a defective product.

(2) The complaint should be submitted in writing (sent to the Seller’s registered address or via e-mail to the address provided on the website).

(3) The complaint should include the order number, description of the defect, and the Customer’s contact details.

(4) The Seller shall respond to the complaint within 14 days from the date of its receipt.

(5) In the case of a valid complaint, the Seller undertakes to repair or replace the defective product, or to refund the payment.

(1) CarbonQ’s waiver to enforce its rights arising from a breach or violation of the Terms and Conditions or Sales Agreement by the User shall not constitute an indefinite waiver to enforce its rights in the event of the same or any other breach or non-performance of the Agreement. To be effective, the waiver must be made in writing with CarbonQ’s signature.

(2) In no event shall CarbonQ’s delay, failure or omission to enforce, exercise or assert any right, privilege, power, claim or remedy conferred by or arising out of the Terms and Conditions or the Sales Agreement, or as a result of a breach of any obligation under the Terms and Conditions or the Sales Agreement by the User, be deemed or construed as a waiver of any of the foregoing rights, powers, privileges, claims or remedies, or as an impediment to their exercise or enforcement in the future within the time provided by law.

The Terms and Conditions and the appendices hereto, listed at the end of the Terms and Conditions, form an integral entirety. In matters not covered by the appendices, the provisions of the Terms and Conditions shall apply accordingly.

The invalidity or unenforceability of any provision of the Terms and Conditions on the basis of which the Sales Agreement is concluded and which forms an integral part thereof shall not affect the validity or enforceability of the remaining provisions of the Agreement. In the event of such invalidity or unenforceability, the Parties shall do everything possible to achieve or bring about in a lawful manner the same objectives or economic effects that were intended to be achieved or brought about by the provision affected by the invalidity or unenforceability, unless CarbonQ rescinds the Sales Agreement to which it is freely entitled.

The Terms and Conditions and the Sales Agreements concluded on the basis hereof shall be binding upon and confer the rights indicated therein upon the Parties, their legal successors and persons to whom the rights and obligations arising therefrom have been assigned.

(1) CarbonQ may, at any time, by sending the User a notice in writing, assign to another person all or part of the Sales Agreement or all or part of the rights and obligations thereunder or under the Terms and Conditions.

(2) The User shall not be entitled to assign, novate, or otherwise transfer, dispose of or encumber the Sales Agreement, or any rights and obligations thereunder or under the Terms and Conditions, without the prior written consent of the Seller.

CarbonQ shall not be liable for any loss or damage resulting from the non-performance or improper performance of the Sales Agreement to the extent that the non-performance or delayed delivery is rendered impossible, difficult, delayed or otherwise impracticable by natural forces, war, riots, protests, customs clearance, electrical, mechanical, telecommunications or computer failures which cannot be controlled despite the exercise of due diligence and without unreasonable expense.

The Terms and Conditions and Sales Agreements concluded hereunder and any non-contractual obligations arising out of or in connection therewith, to which CarbonQ is a party, shall be governed by and construed in accordance with the laws of Poland. In matters not regulated in the Terms and Conditions, the provisions of the Civil Code and other relevant acts which, given their subject matter, may be applicable, shall apply accordingly.

The resolution of any claims, disputes or matters arising out of, relating to or connected with the Terms and Conditions or Sales Agreements concluded through the Platform, including as to their existence, validity, interpretation, performance, breach or termination or the consequences of their invalidity and any disputes relating to non-contractual obligations arising out of or connected with them, to which CarbonQ is a party, shall be subject to the exclusive jurisdiction of the Polish court having jurisdiction over CarbonQ’s registered office.

CarbonQ reserves the right to amend the Terms and Conditions at any time. Amendments to the Terms and Conditions shall not apply to Sales Agreements concluded on the basis hereof prior to the amendment of the Terms and Conditions. The current content of the Terms and Conditions is available on the Platform’s website under “Terms and Conditions” tab.

The Terms and Conditions are drawn up in Polish and English, and the rules and principles of logical reasoning of the Polish version are binding for their interpretation.

CarbonQ shall be entitled to set off at any time its receivables from the User against payments made by the User at any time relating to agreements entered into under the Terms and Conditions.

CarbonQ and the User, by accepting the Terms and Conditions, represent that they will take all reasonable steps within the scope of their respective powers that are necessary or desirable to achieve the purpose for which they are entering into a relationship through the Platform under the Terms and Conditions and agreements entered into hereunder in the future.