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Terms and Conditions for online sale of goods and services through the IngramMicro24 platform         
Regulations and other legal documents regulating the functioning of the portal www.IngramMicro24.com
TERMS AND CONDITIONS FOR ONLINE SALE OF GOODS AND SERVICES THROUGH THE IngramMicro24 PLATFORM
§ 1 GENERAL PROVISIONS
These Terms and Conditions specify the terms for the sale of goods and services through the IngramMicro24 website operated by Ingram Micro Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, exclusively to entrepreneurs in the area of legal transactions directly connected with their business or professional operations, who are regular business partners for Ingram Micro Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw or any of the SUPPLIERS i.e. (Ingram Micro Czech Republic s.r.o, a company organized under the laws of the Czech Republic, with its registered office in Hradec Kralove; Ingram Micro Magyarország Kft., a company organized under the laws of Hungary, with its registered office in Budapest; Ingram Micro d.o.o., a company organized under the laws of Serbia, with its registered office in Belgrade; Ingram Micro Ljubljana, tehnoloske resitve, d.o.o. ,a company organized under the laws of Slovenia, with its registered office in Ljubljana; INGRAM MICRO DISTRIBUTION SRL, a company organized under the laws of Romania, with its registered office in Bucharest; INGRAM MICRO D.O.O., a company organized under the laws of Croatia, with its registered office in Zagreb, a company organized under the laws of Macedonia Ingram Micro Macedonia DOOEL Skopje with its registered office in Skopje This website does not provide services to consumers (as defined under Article 221 of the Polish Civil Code or regulations in force to that extent in the country of the given SUPPLIER).
§ 2 DEFINITIONS
  1. The following terms used in these TERMS AND CONDITIONS shall have the following meaning:
    • TERMS AND CONDITIONS – these terms and conditions.
    • COMPANY – Ingram Micro Sp. z o.o., a limited liability company with its registered office in Warsaw at the following address: 02-255 Warszawa, ul. Krakowiaków 46; entered into the Company Register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under number: KRS 0000028820, with its share capital of PLN 4,920,000.00, holder of (NIP) Taxpayer Reference Number: 521-29-31-906 and (REGON) National Business Registry Number: 013196912.
    • IngramMicro24 – IT system (website) accessible through the WWW interface, domain www.IngramMicro24.com, which is used by the COMPANY and other SUPPLIERS to sell goods and services to particular recipients (hereinafter: “RECIPIENTS”).
    • USER – a natural person who, as part of their official duties, represents an entrepreneur, i.e. natural person, legal entity, or organizational unit without legal capacity that conducts business or professional operations and performs a legal transaction with the COMPANY or the SUPPLIER, connected directly with its business or professional operations (hereinafter: “RECIPIENT”), that is a business partner for the COMPANY or any of the COMPANY’s suppliers described hereinbelow (hereinafter: “SUPPLIERS”), buys Goods or a service through the IngramMicro24 website from the COMPANY or the SUPPLIER in the area of legal transaction directly connected with the business or professional operations conducted by the RECIPIENT, and has a valid Log-in, and a Password. No consumer within the meaning of applicable regulations is allowed to use the IngramMicro24 website.
    • SERVICES – services (sale of goods, grant of licenses, or delivery of servicing, technical, and advisory services, lending of goods for demonstration and marketing) delivered through the IngramMicro24 website to RECIPIENTS by the COMPANY or SUPPLIERS, connected directly with their business or professional operations.
    • GOODS – items, services or rights which can be subject to an order or other activity provided to the RECIPIENT by the COMPANY or SUPPLIERS, as set forth in the TERMS AND CONDITIONS.
    • RECIPIENT – an entrepreneur, i.e. natural person, legal entity, or organizational unit without legal capacity, that conducts business operations and uses the IngramMicro24 website directly or through their duly authorized representatives, i.e. USERS, that performs a legal transaction with the COMPANY or the SUPPLIER, connected directly with their business or professional operations.
    • SUPPLIER – Ingram Micro sp. z o.o., a company organized under the laws of Poland, with its registered office in Warsaw, Ingram Micro Czech Republic s.r.o. a company organized under the laws of the Czech Republic, with its registered office in Hradec Kralove; Ingram Micro Magyarország Kft., a company organized under the laws of Hungary, with its registered office in Budapest; Ingram Micro d.o.o., a company organized under the laws of Serbia, with its registered office in Belgrade; Ingram Micro Ljubljana, tehnoloske resitve, d.o.o., a company organized under the laws of Slovenia, with its registered office in Ljubljana; INGRAM MICRO DISTRIBUTION SRL, a company organized under the laws of Romania, with its registered office in Bucharest; INGRAM MICRO D.O.O., a company organized under the laws of Croatia, with its registered office in Zagreb,a company organized under the laws of Macedonia Ingram Micro Macedonia DOOEL Skopje with its registered office in Skopje, who sells to the RECIPIENT within a legal transaction connected directly with the business or professional activity of the RECIPIENT.
§ 3 ORDER PLACEMENT AND FULFILMENT
  1. To purchase any GOODS or SERVICES from the SUPPLIER through the IngramMicro24 website, the RECIPIENT must place an order for GOODS or SERVICES currently offered by the SUPPLIER, whereby the RECIPIENT makes a binding statement of the RECIPIENT’S intent to purchase the ordered GOODS. The RECIPIENT cannot refuse the GOODS if delivered by the SUPPLIER in accordance with the terms of the RECIPIENT’s order. Legal transactions referred to hereunder are not subject to Article 661 § 1-3 of the Polish Civil Code where the COMPANY acts as a supplier or regulations in force to that extent in the country of the given SUPPLIER.
  2. Orders are placed through the website www.IngramMicro24.com, via a special form.
  3. Being a registered RECIPIENT or IngramMicro24 USER with an active ACCOUNT is a prerequisite to having an order fulfilled.
  4. All and any forms, which are incorrectly or incompletely filled out, are not processed.
  5. The SUPPLIER reserves the right to verify orders. In the event of any reasonable concerns or any violation of these TERMS AND CONDITIONS, the SUPPLIER terminates the order.
  6. After having placed their order, the RECIPIENT receives an order confirmation by e-mail, by phone or through a relevant change in the order status on the website. An order confirmation constitutes a sale and purchase contract between the SUPPLIER and the RECIPIENT, made through the IngramMicro24 online sales system. Where it is necessary to establish financial conditions (such as additional collateral, prepayment, trade credit) in order to fulfil an order – the RECIPIENT shall be notified of the verification of financial conditions. In such case, the RECIPIENT should contact the SUPPLIER to agree upon the financial conditions of order fulfilment.
  7. The RECIPIENT can withdraw their order once it is confirmed by the SUPPLIER, not later than by the date on which the RECIPIENT receives an order acceptance confirmation from the SUPPLIER, provided, however, that the RECIPIENT shall have the right to withdraw any order in cases specified in clause 9, or §4, clause 9, or in general terms and conditions of contracts (contract template) in force in the given SUPPLIER.
  8. The place for the SUPPLIER’s delivery is the SUPPLIER’s registered office or any other place for release of GOODS, as indicated in the order.
  9. All and any catalogues, photos, advertising brochures, and technical data published by the SUPPLIER are for information purposes only and do not constitute an offer within the meaning of Article 66 of the Civil Code (Article 661, §§ 1 to 3, of the Civil Code does not apply). Technical data and parameters are only binding if they have been confirmed in writing by the SUPPLIER in the order acceptance confirmation. In the event that, confirmed by the SUPPLER in their order acceptance confirmation, the technical data and parameters for any goods ordered by the RECIPIENT are subsequently changed for reasons beyond the SUPPLIER’s control, such as structural modification, changes in technical data or design of the ordered goods, which modifications or changes stem from improvements made to the goods by the manufacturer, or from technical developments, the SUPPLIER will notify the RECIPIENT accordingly by fax, by e-mail, or through the IngramMicro24 on-line sales system. If within 7 days of the transmission date of the SUPPLIER’s notification about changes in technical data or parameters for the ordered goods, the RECIPIENT fails to provide the SUPPLIER, with the RECIPIENT’s statement of withdrawal of their order, this statement to be sent by fax, by e-mail, or through the IngramMicro24 on-line sales system, the RECIPIENT is considered to have confirmed and accepted the modified technical data and parameters for the ordered goods.
  10. The SUPPLIER reserves that any submitted business offers, calculations, designs, drawings, and other technical data are confidential and as such cannot be disclosed to any third parties by the RECIPIENT. Any violation of this provision by the RECIPIENT shall entitle the SUPPLIER to take a legal action to seek remedies for trade secret infringement under the laws on combating unfair competition.
  11. The RECIPIENT can apply to the SUPPLIER for a trade credit, by submitting a relevant credit request through the IngramMicro24 system.
  12. The SUPPLIER can make their approval of the trade credit to the RECIPIENT conditional on the RECIPIENT’s existing credit history and submission of valid financial and registration documents, as well as provision of collateral. The SUPPLIER can refuse a trade credit without giving a reason. In the event that the SUPPLIER withdraws their decision to grant a trade credit after the RECIPIENT’s order has been accepted, the SUPPLIER can make fulfilment of such order conditional on the RECIPIENT’s provision of any additional collateral or making a prepayment, to secure the SUPPLIER’s receivables arising of the sale of goods. The collateral shall be each time agreed on a case-by-case basis.
  13. Either Party has the right to terminate an order, whether in whole or in part, as set forth in these TERMS AND CONDITIONS and the provisions of the Polish Civil Code governing obligations under reciprocal contracts where the COMPANY acts as a supplier or in regulations in force to that extent in the country of the given SUPPLIER.
  14. In the event that the RECIPIENT requests changes be made in the ordered Goods, such request is considered placement of a new order.
  15. The USER authorised to manage the RECIPIENT’s account can limit the value of open orders of other USERS authorised to place orders on behalf of the RECIPIENT. Open orders are understood to mean orders confirmed by the SUPPLIER but not yet paid by the RECIPIENT.
§ 4 PRICE
  1. Specified on the IngramMicro24 website, sales prices for goods do not constitute an offer within the meaning of the Civil Code but just terms and conditions proposed to the RECIPIENT for placing orders.
  2. Final sale prices for goods will be confirmed (by e-mail, by fax, through the IngramMicro24 website) by the SUPPLIER in the order acceptance confirmation issued for the RECIPIENT’s order, subject to clause 8 and clause 9 below.
  3. The SUPPLIER can specify prices for goods in the currency of the country of the SUPPLIER or any foreign currency. Prices given by the SUPPLIER are exclusive of VAT and transportation costs.
  4. Subject to clause 5 below, where a sale price for any goods is converted from any foreign currency into the currency of the country of the SUPPLIER, such price is converted on terms set forth in the General Terms and Conditions of Business or in other relevant contracts and templates in force in the given SUPPLIER.
  5. In the event that the currency of the SUPPLIER’s offer in the IngramMicro24 on-line sales system is different from the currency of the order and/or sale transaction as indicated by the RECIPIENT in the order placed by the RECIPIENT, the SUPPLIER, guaranteeing the price in currencies which are selected by the RECIPIENT, can increase the price by an additional margin to account for any exchange risks the SUPPLIER is exposed to. By placing their order, the RECIPIENT accepts the amount of the additional margin.
  6. The price shown in the SUPPLIER’s IngramMicro24 on-line sales system includes a discount granted to the RECIPIENT.
  7. Prices for goods, which are subject to delivery, will be increased by VAT at an applicable rate, transportation costs, and other fees.
  8. By placing an order with the SUPPLIER for any GOODS that have a special manufacturer price, or by requesting special manufacturer prices, the RECIPIENT represents that the RECIPIENT accepts conditions of special offers as set forth and applied by the GOODS manufacturer and is bound by the same. Should the GOODS manufacturer or the SUPPLIER find out that the RECIPIENT has infringed the aforesaid conditions of special offers and should the special offer be withdrawn, the RECIPIENT acknowledges and accepts that the price of GOODS will be increased. The price may be changed any time, both before and after GOODS are delivered. If this is the case, the GOODS SUPPLIER shall notify the RECIPIENT of the price change by e-mail and issue a sale invoice with increased prices or a correcting invoice for the price contained in the sale invoice, and the RECIPIENT agrees to pay the increased price in time specified by the SUPPLIER. In such case, the RECIPIENT may not withdraw from the order, as referred to in clause 9 below. Upon a written request from the RECIPIENT, the SUPPLIER, acting on behalf of the RECIPIENT, will inquire the manufacturer about qualifying conditions of special offers.
  9. Any sale price confirmed by the SUPPLIER in their order acceptance confirmation may be subject to change following the change in the price by the GOODS manufacturer. If this is the case, the SUPPLIER will notify the RECIPIENT of the sale price change by fax, by e-mail, or through the IngramMicro24 on-line sales system. Subject to clause 8 above, if within 7 days of the transmission date of the SUPPLIER’s notification about the price change, the RECIPIENT fails to provide the SUPPLIER with the RECIPIENT’s statement of withdrawal of the order placed by the RECIPIENT, the RECIPIENT is considered to have confirmed and accepted the changed sale price.
  10. As a limited quantity of goods only is available for promotional or clearance sale, an order-fulfilment rule is that confirmed orders for those goods are fulfilled in the order that they are received, until inventory is depleted.
  11. SUPPLIERS reserve the right to change prices for goods that are offered through the IngramMicro24 website, add new goods for, or withdraw some goods from sale through the IngramMicro24 website, and carry out, cancel, or make changes to promotional actions through the IngramMicro24 website.
§ 5 DELIVERY / COLLECTION OF GOODS
  1. Order fulfilment is conditional on the availability of goods in the warehouse or in any SUPPLIER’s suppliers. In the event of unavailability of some goods covered by the order, the RECIPIENT will be notified about the order status to decide the order fulfilment method (partial delivery, longer waiting time, cancellation of the entire order).
  2. In the event that a delivery period is agreed, this understood to mean both the SUPPLIER’s readiness to release goods to the RECIPIENT, and the RECIPIENT’s readiness to accept the goods in the place and within the period indicated in the order, the delivery time shall commence on the date of the order acceptance confirmation by the SUPPLIER to the RECIPIENT, this confirmation to include elements specified in §3, clause 6 above.
  3. The delivery period can be changed and extended accordingly in the case of Force Majeure that is understood to mean all and any unforeseeable and unpreventable events, including specifically: natural disasters, strikes, lockouts, labour conflicts, legislative changes, administrative decisions, or government orders, provided that they significantly impact the production or delivery process of goods. Also, Force Majeure is deemed existing if the said events occur to the SUPPLIER’s suppliers or subcontractors, or if any timely execution of the SUPPLIER’s obligation is prevented or significantly hampered due to business or economic conditions. The SUPPLIER can evoke Force Majeure events described hereinabove also if the SUPPLIER is already in delay with their performance. Where important issues are involved, the SUPPLIER will promptly notify the RECIPIENT of commencement or cessation of Force Majeure events.
  4. The SUPPLIER reserves the right to fulfil any particular order in several steps, upon prior notification to the RECIPIENT through the IngramMicro24 on-line sales system, by fax, or by e-mail, unless the RECIPIENT’s order contains the requirement for the order to be fulfilled in one single step. In the event of fulfilling an order in several steps, any single step by the SUPPLIER is considered a separate legal act, and, therefore, the RECIPIENT is required to pay for it by a due date specified by the SUPPLIER in the relevant invoice, contract, or order acceptance confirmation.
  5. The delivery period for goods ordered by the RECIPIENT will be specified by the SUPPLIER, with consideration given to the SUPPLIER’s practical ability of acquiring goods ordered by the RECIPIENT in the shortest possible time. The SUPPLIER will be liable for any untimely delivery of goods covered by the order confirmed by the SUPPLIER to the extent that such untimely delivery is caused exclusively by the SUPPLIER’s failure to timely perform for the RECIPIENT, and in any case up to the SUPPLIER’s net profit earnable with fulfilment of such order.
  6. The SUPPLIER can refuse to fulfil, or suspend fulfilment of any order if the RECIPIENT has any past due balances relating to any orders that are already fulfilled.
  7. The SUPPLIER ensures the delivery of goods, which are ordered by the RECIPIENT, to the address indicated in the order by the RECIPIENT, through a freight forwarder or carrier contracted by the SUPPLIER, save for service contracts, licence activation codes/keys, and other goods supplied electronically via e-mail, subject to clause 8 below.
  8. The RECIPIENT can change the delivery address the RECIPIENT indicated in the order. Each and every change in the delivery address once it is indicated in the order must be done through the IngramMicro24 system by the USER or the RECIPIENT, not later than before commencement of the delivery process by the SUPPLIER.
  9. The SUPPLIER is not liable for any mistakes causing non-delivery, made by the RECIPIENT when completing an order form, or for ungrounded refusal of a shipment. Costs of reshipment and reprocessing of such order are carried by the RECIPIENT.
  10. In their order, the RECIPIENT can indicate that the collection preferred by the RECIPIENT is by a carrier or freight forwarder indicated by the RECIPIENT, or by the RECIPIENT’s own transportation from the SUPPLIER’s warehouse. If the latter is the case, the RECIPIENT is to designate a person who is authorised to collect goods from the SUPPLIER’s warehouse.
  11. The RECIPIENT carries costs for transportation on terms set forth individually for the given SUPPLIER. Costs for transportation are directly added to the invoice price for goods or are charged in a separate invoice.
  12. Where goods are delivered to the RECIPIENT by a carrier or freight forwarder contracted by the SUPPLIER, the risk in the goods passes onto the RECIPIENT when the goods are collected from the carrier or freight forwarder. The goods shipped are covered under an insurance policy until they are delivered to the RECIPIENT.
  13. In the event that the RECIPIENT contracts a carrier or freight forwarder of the RECIPIENT’s choice to collect goods, or goods are collected from the SUPPLIER’s warehouse by the RECIPIENT or by a person authorised by the RECIPIENT, the risk in goods passes onto the RECIPIENT when the goods are released from the SUPPLIER’s warehouse.
  14. The following are considered a confirmation of goods receipt:
    • stamp and signature, or signature alone of the RECIPIENT, or signature of the person acting on behalf of the RECIPIENT, affixed to a document furnished by a carrier or freight forwarder contracted by the SUPPLIER, at the time of releasing the goods covered by the order to the RECIPIENT or to the person acting on behalf of the RECIPIENT;
    • stamp and signature, or signature alone of the RECIPIENT, or signature of the person acting on behalf of the RECIPIENT, affixed to a document confirming the release of goods from the SUPPLIER’s warehouse, where goods are collected from the SUPPLIER’s warehouse by the RECIPIENT;
    • stamp and signature, or signature alone of the person acting on behalf of a carrier or freight forwarder, affixed to a document confirming the release of goods from the SUPPLIER’s warehouse, where goods are collected by a carrier or freight forwarder indicated by the RECIPIENT;
    • e-mail message sent to the e-mail address designated by the RECIPIENT; or notification sent using any other notification method used at that time by the SUPPLIER for service contracts, licence activation codes/keys, and other goods supplied electronically.
  15. The SUPPLIER is entitled to assume that goods delivered by the SUPPLIER to the address indicated in the relevant order by the RECIPIENT, are collected by the authorised representative of the RECIPIENT and that the confirmation of goods receipt is binding for both the RECIPIENT and the SUPPLIER. The provisions above apply accordingly in the event that goods are collected with the RECIPIENT’s own transportation, from the SUPPLIER’s warehouse, or by the carrier or freight forwarder indicated by the RECIPIENT.
  16. The RECIPIENT must inspect the delivered goods for quality, quantity, and conformance promptly upon their receipt, and annotate accordingly a shipping document or other confirmation of goods release, in the presence of the carrier or freight forwarder.
  17. In the event of any objections whatsoever, the RECIPIENT must promptly (within 3 days following the collection of goods) notify thereof to the SUPPLIER in writing, as well as enable the SUPPLIER to examine the delivered goods intact. The receipt of goods by the RECIPIENT with no objections notified will be understood to mean that the goods have been properly delivered in accordance with the RECIPIENT’s order.
  18. If a specific type of packaging or any other significant reason prevents any objective inspection of the delivered goods, the inspection of goods on receipt should include the check of shipping documents, packaging quantity and condition, and details of packaging labels, as well as damage, if any, visible to the outside. As soon as possible and in any case no later than when goods are unpacked but not yet used, a detailed inspection should be carried and results thereof should be promptly communicated to the SUPPLIER.
  19. The RECIPIENT must complete all formalities described hereinabove, failing which the RECIPIENT will lose their right to assert any claims against the SUPPLIER.
  20. The failure of the RECIPIENT to collect the ordered goods within 14 days of the SUPPLIER’s confirmation of the SUPPLIER’s readiness for delivery gives a cause to the SUPPLIER to claim relevant damages from the RECIPIENT, including specifically claims for costs of any storage of goods uncollected by the RECIPIENT, or transportation costs according to price lists in force in the SUPPLIER. After 14 days of the date of the SUPPLIER’s confirmation of the SUPPLIER’s readiness for delivery, and the RECIPIENT’s failure to meet the terms and conditions of the contract, the SUPPLIER has the right to resell the goods, and a new order fulfilment date will be communicated to the RECIPIENT in line with new terms and conditions set by the SUPPLIER. In addition, the SUPPLIER is entitled to charge a contractual penalty fee of 1% of the value of goods for each 10 days period, starting from the date of the SUPPLIER’s confirmation of the SUPPLIER’s readiness for delivery.
§ 6 PAYMENTS
  1. The RECIPIENT must pay a sale price for goods by the due date indicated in a relevant sale invoice.
  2. Upon a relevant request from the RECIPIENT, the SUPPLIER can invoice a sale of goods in foreign currencies. In the event any invoice is issued in a foreign currency, the RECIPIENT must pay a sale price for goods in the same currency as used for invoicing, to the foreign currency account indicated therein. Any payment of a sale price in a domestic currency where an invoice is issued in a foreign currency can be made using an exchange rate ruling at the SUPPLIER’s bank on the date of payment, only upon prior written consent from the SUPPLIER.
  3. In the event of default of the RECIPIENT in the payment of any particular invoices, the RECIPIENT must pay interest to the SUPPLIER following the same rules as interest for delays in commercial transactions , for each day of the delay, as long as the full sale price for GOODS remains unpaid.
  4. In the event the due date is extended for the payment of the sale price for GOODS, the SUPPLIER can charge the RECIPIENT with interest for delays in commercial transactions on the outstanding portion of the sale price, for each day of extension. In such case, the SUPPLIER has the right to issue an interest note to the RECIPIENT, and the RECIPIENT agrees to make payment on account of such note not later than within 14 days of the note date.
  5. The payment for goods shall be made by wire transfer to the SUPPLIER’s account indicated in the invoice or in the General Terms and Conditions of Business, or in other relevant contract templates of the given SUPPLIER, or in cash on collection of Goods, up to the amount permitted under law.
  6. The date, when the SUPPLIER’s account is credited, or cash payment is made at the SUPPLIER’s cash desk, is deemed the payment date.
  7. The SUPPLIER allows electronic issuance and transmission of invoices, and the RECIPIENT consents thereto.
§ 7 (IMPLIED) WARRANTY
  1. The SUPPLIER does not perform legal transactions with consumers as defined under Article 221 of the Polish Civil Code and it does not execute agreements with consumers, as defined in the Polish Act on Consumer Rights of 30 May 2014 (Journal of Laws Dz. U. 2014.827) or in accordance with consumer sale regulations in force in the country of the given SUPPLIER, for Goods and Services offered through the IngramMicro24 website.
  2. As GOODS are offered for sale to entrepreneurs only in the area connected directly with their business or professional activity, regulations governing the so-called “consumer trade” in force in the country of the given SUPPLIER, including the Polish Act on Consumer Rights and on the Liability for Damage Caused by a Dangerous Product, and the Polish Personal Data Protection Act, and specifically the right to withdraw from a contract within 14 days of the goods receipt, do not apply.
  3. Some Goods subject to sale contracts between the SUPPLIER and the RECIPIENT are covered by a manufacturer’s warranty. Warranty obligations are carried out on behalf of the manufacturer by entities specified by manufacturer.
  4. The SUPPLIER’s liability in implied warranty for goods subject to contracts made with the RECIPIENT is hereby excluded.
  5. Any differences in the appearance (colour, proportions, etc.) of the offered GOODS resulting from individual settings of the RECIPIENT’s computer do not give grounds for making a complaint about the purchased goods.
  6. The SUPPLIER will be liable under a contract made with the RECIPIENT to the extent that the failure to perform, or improper performance of the contract is caused exclusively by the SUPPLIER’s failure, and in any case up to the SUPPLIER’s net profit earnable from the contract made with the RECIPIENT. The SUPPLIER is not liable for any other damage in the RECIPIENT, including the RECIPIENT’s lost profits or income arising out of, or in connection with the failure to perform, or improper performance of the SUPPLIER under the contract.
§ 8 AVAILABILITY OF GOODS FOR PROMOTIONAL AND MARKETING PURPOSES
  1. To boost sales, the SUPPLIER can make goods temporarily available to the RECIPIENT on a loan-for-use basis, so that properties and qualities of those goods can be demonstrated to subsequent buyers.
  2. A request to make goods available for promotion and marketing may be placed through the IngramMicro24 on-line sales system by a person authorized to act for the RECIPIENT (including a person authorized to place orders).
  3. Following the approval by the SUPPLIER, the request placed through the IngramMicro24 on-line sales system shall constitute the execution of a contract of lending for use on the following terms and conditions.
  4. Being a registered RECIPIENT and IngramMicro24 USER with active ACCOUNTS is a prerequisite to having a request fulfilled.
  5. Specific terms and conditions of making goods available for promotional and marketing purposes are set forth in the General Terms and Conditions of Business and in other relevant contracts and templates in force in the given SUPPLIER.
  6. Unless otherwise provided under these Terms and Conditions, lending for use is subject to relevant regulations of the Polish Civil Code or relevant regulations in force in the country of the given SUPPLIER governing contracts of lending for use.
§9 FINAL PROVISIONS
  1. These TERMS AND CONDITIONS apply from 01 November 2017.
  2. The COMPANY is entitled to make amendments to these TERMS AND CONDITIONS, including introduction of their new version. Changing the name of the COMPANY or SUPPLIER or its legal form does not constitute a change to the TERM AND CONDITIONS.
  3. Any amendment to these TERMS AND CONDITIONS comes into force on a date indicated by the COMPANY, and in any case after a period not shorter than 7 days following the making of the amended Terms and Conditions available from the IngramMicro24 website by the COMPANY.
  4. The General Terms and Conditions of Business in force in the COMPANY, and for transactions with the SUPPLIER other than the COMPANY – contract templates in force in the given SUPPLIER, are incorporated herein and available in the dedicated tab on the website.
  5. These TERMS AND CONDITIONS are available for free downloading, fixing, and printing from the IngramMicro24 website, and their paper version is available at the Company’s registered office in Warsaw, ul. Krakowiaków 46.
  6. In the event of any doubts as to the application of these TERMS AND CONDITIONS, the COMPANY reserves the right to give their binding interpretation.
  7. Disputes, if any, over services provided through the IngramMicro24 website by the COMPANY shall be governed by the Polish law and for services provided by other SUPPLIERS – by the law of the country of the given SUPPLIER.
  8. All and any disputes arising out of, and in connection with the COMPANY’s or other SUPPLIER’s operations connected with the sale of GOODS through the IngramMicro24 website shall be resolved by a common court of competent subject matter jurisdiction over the registered office of the COMPANY and for other SUPPLIERS – by a common court of competent subject matter jurisdiction over the registered office of the given SUPPLIER, respectively.
  9. If the COMPANY issues any foreign-language versions of these TERMS AND CONDITIONS and posts them on the IngramMicro24 website, the Polish language version of these Terms and Conditions shall prevail.
  10. Posted on the IngramMicro24 website, all and any information on goods offered by the SUPPLIERS conforms to data included in manufacturer catalogues. The COMPANY and other SUPPLIERS are not responsible for errors, if any, in data received from manufacturers.
  11. All goods, that are offered, and their names are mentioned for identification purposes only, and can be registered trademarks of their respective owners.
  12. Where an order is placed, the COMPANY and/or the SUPPLIER is entitled to process personal data as part of their business operations, following the data security requirements set forth in the Personal Data Protection Act of 29 August 1997 for the purpose of issuing an invoice, bill and for financial reporting.
  13. The SUPPLIER represents that it abides to all regulations on GOODS export and import in force in the country of the SUPPLIER as well as the SUPPLIER’s national regulations and EU regulations for trade in dual-use goods, taking account of all constraints and restrictions for trade in dual-use goods aimed at maintenance of international peace and security. The SUPPLIER shall notify the RECIPIENTS on a case-by-case basis of existing restrictions on trade in dual-use goods. The RECIPIENT agrees to fully abide by legal regulations and procedures in force.
  14. The RECIPIENT agrees to abide by the laws in force, including anti-corruption and anti-trust regulations and practices, including the Foreign Corrupt Practices Act (FCPA). The SUPPLIER is not liable for RECIPIENT’s actions that infringe the law in force in relation to GOODS acquired from the SUPPLIER hereunder. In case of infringement of laws in force, each party is obliged to take relevant actions required under such laws in force.
  15. The RECIPIENT agrees not to take any actions towards entities that are parties to transactions related directly or indirectly to GOODS acquired from the SUPPLIER, where such actions are aimed at corruption, in particular by offering or accepting any payment, gift, loan, fee, reward or any other benefit as an incentive for action or inaction, or influence on a decision related to the given transaction. The SUPPLIER may terminate the cooperation with the recipient if the SUPPLIER finds out that these provisions are infringed or reasonably suspects that such infringement has occurred or exists.
  16. The USER and the RECIPIENT placing an order represent that they have read:
    • TERMS AND CONDITIONS,
    • General Terms and Conditions of Business in force in the COMPANY or general terms and conditions of contracts (contract templates) in force in the given SUPPLIER,
    • IngramMicro24 Privacy Policy,
    • Terms and Conditions of Use for Website www.IngramMicro24.com
      and that they understand their contents, fully accept the same and agree to abide by them.
Warsaw, 25 October 2017
For the COMPANY: Radosław Pruchnik – proxy