Terms & Conditions

General Terms and Conditions

ARTICLE 1. DEFINITIONS

ARTICLE 2. BASIC PROVISIONS

ARTICLE 3. OFFERS AND CONCLUSIONS

ARTICLE 4. PRODUCT DELIVERY

ARTICLE 5. TERMS OF DELIVERY

ARTICLE 6. INQUIRY, COMPLAINTS AND WARRANTY

ARTICLE 7. SUSPENSION AND DISSOLUTION

ARTICLE 8. PRICES, COSTS AND PAYMENTS

ARTICLE 9. DEPOSIT REFUND

ARTICLE 10. LIABILITY AND DAMAGES

ARTICLE 11. SPECIAL OBLIGATION FOR RESELLER

ARTICLE 12. MODIFICATION OF THE TERMS

ARTICLE 13. CHOICE OF LAW AND JURISDICTION

General Terms and Conditions

ARTICLE 1. DEFINITIONS

In these General Terms and Conditions, the following terms are defined as follows, whether used in the plural or in the singular, unless the context or the provisions in question indicate otherwise.

1. IVM Firma Handlowa: IVM Firma Handlowa Sp. z o.o., the user of these General Terms and Conditions, located at ul. Wólczańska 125, 90-521, Poland, and registered in the commercial register under number 7272865829.
2. Buyer: any natural or legal person who has entered into or wishes to enter into an agreement with IVM Firma Handlowa.
3. Consumer: a buyer as defined above who is a natural person and not acting professionally or commercially.
4. Parties: IVM Firma Handlowa and the buyer together.
5. Agreement: Any agreement between IVM Firma Handlowa and the buyer in which IVM Firma Handlowa undertakes to sell and deliver products to the buyer.
6. Products: All items that IVM Firma Handlowa is to supply to the Buyer under the Contract, including but not limited to nitrous oxide capsules and cylinders, whipped cream dispensers, nipples and transport cages for gas cylinders.
7. Written: In addition to traditional written communication, communication by email, WhatsApp or any other means of communication that can be considered equivalent due to technical progress and generally accepted practice.

ARTICLE 2. BASIC PROVISIONS

1. These general terms and conditions apply to every offer from IVM Firma Handlowa and every contract concluded between IVM Firma Handlowa and the buyer.
2. The application of purchase or other general terms and conditions of the buyer is expressly rejected.
3. Deviations from these General Terms and Conditions are only permitted expressly and in writing. Insofar as the provisions expressly agreed in writing by the parties deviate from these General Terms and Conditions, the provisions expressly agreed in writing shall apply.
4. The invalidity or ineffectiveness of one or more provisions of these General Contract Conditions or of the contract as a whole does not affect the validity of the remaining provisions. In such a case, the parties are obliged to find a replacement regulation for the affected clause together, whereby the original purpose of the regulation should be taken into account as far as possible.

ARTICLE 3. OFFERS AND CONCLUSIONS

1. All verbal or written offers from IVM Firma Handlowa are non-binding, even if they contain an acceptance period. IVM Firma Handlowa can withdraw its offer until immediately after acceptance by the buyer.
2. The buyer cannot derive any rights from an offer from IVM Firma Handlowa that contains obvious mistakes or errors.
3. Notwithstanding the provisions of paragraph 1, all contracts are formed by offer and acceptance. If the buyer’s acceptance deviates from IVM Firma Handlowa’s offer, the contract does not come about in accordance with this deviating acceptance, unless IVM Firma Handlowa expressly states otherwise.
4. A composite offer does not oblige IVM Firma Handlowa to execute part of the offer at a corresponding part of the stated price.
5. If the buyer concludes the contract (also) on behalf of another natural or legal person, he declares by concluding the contract that he is entitled to do so. In addition to this (legal) person, the buyer is jointly and severally liable for the fulfillment of the obligations resulting from this contract.

ARTICLE 4. PRODUCT DELIVERY

1. The delivery of the products takes place at the expressly agreed place and in the agreed manner. When delivering the products, the delivery address provided by the buyer will be used. If the buyer has not provided a delivery address, the billing address is considered the delivery address.
2. IVM Firma Handlowa reserves the right to carry out orders in partial deliveries.
3. The risk of loss of and damage to the products passes to the buyer at the moment the products are delivered to the buyer in accordance with the contract.
4. If the agreed delivery time is exceeded, without prejudice to the provisions on delay in article 5.2, the Buyer has no right to refuse to accept the Products and/or to refuse to pay the amounts owed to IVM Firma Handlowa under the Agreement.
5. If the products could not be delivered due to a circumstance attributable to the buyer, IVM Firma Handlowa has the right to store the products at the expense and risk of the buyer, without prejudice to the buyer’s obligation to pay the amounts owed to IVM Firma Handlowa under the contract. The additional costs incurred in connection with the Buyer’s non-acceptance of the Products, such as additional freight/delivery costs, etc., shall also be borne by the Buyer. The provisions of the previous paragraph do not affect the fact that the risk of loss of and damage to the products only passes to the consumer at the moment the products are received by or on behalf of the consumer.
6. The ownership of the delivered cylinders passes to the buyer and they cannot be returned, e.g. B. on the grounds that they were only made available on loan. The bottles can only be made available to IVM Firma Handlowa for refilling.

ARTICLE 5. TERMS OF DELIVERY

1. All delivery times specified by IVM Firma Handlowa are indicative and non-binding. Compliance with these deadlines can depend on various factors, such as the buyer or third parties. If IVM Firma Handlowa is unable to meet the delivery deadline due to force majeure in accordance with Article 7, the obligations will be suspended for the duration of the force majeure.
2. In the event of non-performance by IVM Firma Handlowa due to circumstances for which IVM Firma Handlowa is responsible, IVM Firma Handlowa will only be in default if the buyer has given IVM Firma Handlowa written notice of default, setting a reasonable deadline for performance and IVM Firma Handlowa still has not after this deadline has expired has fulfilled.
3. In cases of non-performance by IVM Firma Handlowa due to circumstances for which IVM Firma Handlowa is responsible, the buyer has the right to dissolve the agreement for the affected part, but is not entitled to additional compensation.

ARTICLE 6. INQUIRY, COMPLAINTS AND WARRANTY

1. IVM Firma Handlowa guarantees that the products comply with the contract at the time of delivery. Any further warranty is excluded, unless statutory rights and claims of the consumer are affected.
2. The buyer must check at the time of delivery that the products comply with the contract. In the event of a mismatch, IVM Firma Handlowa must be notified immediately.
3. IVM Firma Handlowa is not obliged to respond to complaints from the buyer if they are not made in a timely manner or in accordance with the provisions of the previous paragraph.
4. The statutory complaint period for consumers remains unaffected by the provisions of paragraphs 2 and 3.
5. Even in the event of a timely complaint, the buyer’s obligation to pay remains in force, considering the statutory rights of the consumer.
6. Claims by the buyer based on defects that can be attributed to external causes or other circumstances for which IVM Firma Handlowa is not responsible are excluded.
7. Products can only be returned with the prior written consent of IVM Firma Handlowa.

ARTICLE 7. SUSPENSION AND DISSOLUTION

1. IVM Firma Handlowa has the right to suspend the performance of the contract or to dissolve the contract in whole or in part if the buyer fails to meet his obligations or circumstances become known that give reason to fear that the buyer will not meet his obligations.
2. IVM Firma Handlowa has the right to terminate the contract with immediate effect if the buyer liquidates his business, transfers it to a third party, is in bankruptcy, has applied for a (temporary) suspension of payments, is involved in legal debt restructuring proceedings, his goods have been seized or in cases where the buyer cannot otherwise freely dispose of his property, unless the buyer has already provided sufficient security for the amounts owed by IVM Firma Handlowa.
3. The buyer is obliged to compensate IVM Firma Handlowa for the damage it incurs as a result of the suspension or termination of the contract.
4. If IVM Firma Handlowa dissolves the contract, all claims that IVM Firma Handlowa may still have against the buyer will become due immediately.

ARTICLE 8. PRICES, COSTS AND PAYMENTS

1. Unless expressly agreed otherwise in writing, all prices quoted by IVM Firma Handlowa are exclusive of VAT, other government taxes and shipping costs, whereby in the case of a consumer purchase the total price including VAT and any additional costs is stated before the contract is concluded.
2. IVM Firma Handlowa is entitled to demand full or partial advance payment of the agreed price and costs, with the proviso that in the case of a consumer purchase, IVM Firma Handlowa does not oblige the consumer to pay more than 50% of the purchase price in advance. Payment at the time of delivery is not considered an advance payment.
3. As long as the buyer is in arrears with the payment to IVM Firma Handlowa and the payment is already due, IVM Firma Handlowa is not obliged to (further) fulfill the contract.
4. Payments are to be made in the manner specified by IVM Firma Handlowa, within the period specified or announced by IVM Firma Handlowa.
5. IVM Firma Handlowa has the right to only provide the buyer with the invoice by email.
6. If payment is not made on time, the buyer is legally in default. From the date on which Buyer is in default, Buyer shall owe interest at the rate of 2% per month on the outstanding balance, part of a month being considered a full month. Notwithstanding the above sentence, the statutory interest rate applies instead of the contractual interest rate specified there if the buyer is acting in his capacity as a consumer.
7. All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred in order to receive the amounts owed by the buyer to IVM Firma Handlowa are borne by the buyer.

ARTICLE 9. DEPOSIT REFUND

1. Within a period of 60 days after taking delivery of products for which a deposit has to be paid to IVM Firma Handlowa, the consumer has the right to a refund of this deposit.
2. The aforementioned right applies exclusively to those who purchase the product via the IVM Firma Handlowa website.

ARTICLE 10. LIABILITY AND DAMAGES

1. IVM Firma Handlowa assumes no liability for damage caused by inaccuracies or incompleteness of the data provided by the buyer, for other breaches of legal or contractual obligations by the buyer or for other circumstances for which IVM Firma Handlowa cannot be held responsible.
2. The buyer, with the exception of IVM Firma Handlowa, is responsible and liable for the way in which the products are used by the buyer himself or by a third party whom he allows to use the products. The products must be used in accordance with the enclosed instructions. If the delivered laughing gas is used for human consumption, IVM Firma Handlowa is in no case liable for any (personal) damage that may result. The nitrous oxide user must ensure that it is safe for him to use it. It is recommended to obtain information about the consumption of nitrous oxide, e.g. from the Trimbos Institute. The buyer releases IVM Firma Handlowa from all claims and claims of third parties that arise in connection with the irresponsible consumption of the nitrous oxide supplied by IVM Firma Handlowa and the resulting (personal) injuries.
3. Except in the case of willful misconduct or gross negligence on the part of IVM Firma Handlowa and with the exception of the provisions in Article 6.1, IVM Firma Handlowa is not liable for defects in the products or for the use of the products by the buyer or third parties.
4. IVM Firma Handlowa is not liable for indirect damage, including personal injury, losses incurred, lost profits and damage due to business interruptions.
5. Insofar as IVM Firma Handlowa is liable for damage despite the provisions in these General Terms and Conditions, IVM Firma Handlowa always has the right to remedy this damage. The buyer must give IVM Firma Handlowa the opportunity to do this, otherwise IVM Firma Handlowa will not be liable in this regard.
6. IVM Firma Handlowa’s liability is limited to a maximum of the invoice value of the contract, at least to that part of the contract to which IVM Firma Handlowa’s liability relates.
7. The limitation period for all legal claims and objections against IVM Firma Handlowa is one year. Contrary to the previous sentence, claims and defenses to which the consumer is entitled based on facts justifying the allegation that a consumer purchase is not in accordance with the contract shall lapse after two years.
8. 8. The buyer and in particular the reseller of the products indemnifies IVM Firma Handlowa from all third-party claims that suffer damage in connection with the execution of the contract and the cause of which can be attributed to others than IVM Firma Handlowa. Should IVM Firma Handlowa be sued by third parties for this reason, the buyer must support IVM Firma Handlowa in and out of court and immediately do everything that can reasonably be expected of him in this context. If the buyer does not take appropriate measures, IVM Firma Handlowa is entitled to do this itself if the buyer is in default. All costs and damage incurred by IVM Firma Handlowa and third parties as a result are fully borne and at the risk of the buyer.
9. In the case of a consumer purchase, the restrictions in this article do not go beyond what is permitted under article 7:24 paragraph 2 of the German Civil Code.

ARTICLE 11. SPECIAL OBLIGATION FOR RESELLER

1. The buyer, acting as a reseller of the products, is responsible for fulfilling his legal obligations towards his end customers.
2. The resale to customers of the buyer takes place at the buyer’s own expense and risk. The reseller releases IVM Firma Handlowa from all related claims of its customers. Paragraph 8 of the previous article applies accordingly.

ARTICLE 12. MODIFICATION OF THE TERMS

1. IVM Firma Handlowa has the right to change or adapt the General Terms and Conditions in whole or in part at any time.
2. If IVM Firma Handlowa changes its general terms and conditions in whole or in part, the changed conditions are deemed to have been accepted if the customer has not objected to the changed conditions within 14 days after the changed conditions have been sent to him or have become known to him.
3. If the customer demonstrates within the period specified in paragraph 2 of this article that he does not agree with the changes, IVM Firma Handlowa has the right to terminate the contract immediately.

ARTICLE 13. CHOICE OF LAW AND JURISDICTION

1. German law applies exclusively to the contract concluded by IVM Firma Handlowa with the buyer and to all disputes arising from this contract or these general terms and conditions and everything connected with them.
2. Disputes about this contract, these general conditions or about any matter arising out of this contract or these general conditions will exclusively be submitted to the competent court in Poland. In the case of a consumer purchase, however, the consumer can also appeal to the court at his place of residence, provided that this is permitted by mandatory legal provisions.