B2B WHOLESALE SALES REGULATIONS

Chinczyk.com - Wholesale Pallet Sales with Random Merchandise

Effective Date: January 23, 2026
Last Updated: January 23, 2026
Seller: "FIRMA HANDLOWA - MEBLE" SYLWIA NIEMCZYK
Tax ID (NIP): 8581079288
Address: ul. Leśna 10A, 74-105 Pniewo, Poland
Email: sales@chinczyk.com
Phone: +48 609 720 842

PREAMBLE

These regulations establish the terms and conditions for wholesale (B2B) sales of pallets containing merchandise in categories A, B, and C (mixed, unsorted) by the Seller defined above (hereinafter: "Seller") to entities conducting business activities (hereinafter: "Buyer").

Important: These regulations apply exclusively to business-to-business sales. For consumer sales conditions (individuals not conducting business activities), please refer to the separate consumer regulations available on the website.

§ 1. DEFINITIONS AND SCOPE

1.1 Seller

An individual conducting business activity registered under Tax ID (NIP) 8581079288, producing and selling pallets containing wholesale merchandise.

1.2 Buyer

A natural person or legal entity conducting business activity, registered in the CEIDG (Central Register of Business Activity), National Court Register (KRS), or similar registry, purchasing pallets from the Seller under the terms of these regulations.

1.3 Consumer

Any natural person who concludes a contract not directly connected with their business or professional activity. Consumers are not covered by these regulations.

1.4 Pallet

A transportation unit containing merchandise packaged on a wooden pallet of the European pallet system (EUR) or similar. The pallet remains the Seller's property until full payment is received.

1.5 Merchandise Categories

• Category A: New merchandise, in original packaging, without visible damage
• Category B: Used merchandise, functional, may have minor signs of use
• Category C: Damaged merchandise, requires repair, with missing parts

1.6 Sales Agreement

A sales contract concluded between the Seller and Buyer through:

• Selection of product on website (if applicable)
• Order confirmation via email or in writing
• Seller's order confirmation email
• Payment (if prepayment is required)

1.7 Price

An amount expressed in Polish zloty (PLN) per pallet, subject to negotiation depending on quantity, merchandise category, and business conditions.

1.8 Point of Sale

The location where the Seller transfers merchandise to the Buyer (e.g., Seller's warehouse, courier delivery).

§ 2. GENERAL PRINCIPLES

2.1 Subject Matter of Sale

The Seller sells pallets containing merchandise in mixed categories A, B, C. Merchandise is not sorted, and proportions between categories may vary depending on market availability and delivery timeframe.

2.2 Applicable Law

This agreement is governed by Polish law, specifically:

• Civil Code (articles 548-565 concerning warranty)
• Commercial Code (articles 10, 73-77 concerning entrepreneurs)
• Act on the Provision of Electronic Services
• These regulations

Consumer protection regulations (UPKP - Act on Consumer Rights Protection) do not apply to B2B relationships.

2.3 Exclusion of Withdrawal Right

The Buyer is not entitled to withdraw from the contract (right to 14-day refund without providing reasons) as provided for in article 72 of the Act on Consumer Rights Protection (UPKP). This right applies exclusively to consumer sales (B2C).

§ 3. CONCLUSION OF AGREEMENT

3.1 Placing an Order

The Buyer may place an order by:

• Email contact (sales@chinczyk.com)
• Website order form (if available)
• Phone (+48 609 720 842)
• Personal visit to the Seller's office

3.2 Order Confirmation

After receiving an order, the Seller will send the Buyer a confirmation containing:

• Order number
• Date of contract conclusion
• Merchandise description
• Number of pallets
• Unit price and total price
• Delivery/pickup date
• Payment terms
• Link to these regulations

3.3 Amendment of Order Terms

Changes to order terms (e.g., number of pallets, delivery date) require written consent of both parties.

3.4 Order Cancellation

• By Buyer: Possible only before merchandise is sent and must be notified in writing. The Seller may demand reimbursement of preparation costs (up to 10% of order value).
• By Seller: Possible in case of merchandise unavailability or force majeure. The Buyer is entitled to full refund of paid amounts.

§ 4. PRICES AND PAYMENT TERMS

4.1 Price

The price quoted by the Seller is a gross price (including 23% VAT unless otherwise indicated). The price may vary depending on:

• Quantity of merchandise ordered
• Market availability
• Categories A/B/C
• Negotiations between parties

4.2 Bulk Discounts

The Seller offers discounts for bulk orders:

• 5-10 pallets: -2% to -3%
• 11-20 pallets: -4% to -5%
• 20+ pallets: -6% to -10% (negotiated individually)

4.3 Price Revision

Prices may be subject to change without notice. The price valid at the time of contract conclusion (order confirmation) applies.

4.4 Payment Deadline

• Prepayment (recommended for new Buyers): 100% before merchandise shipment
• Split payment: 50% before shipment, 50% before pickup
• Net 7/14: For verified business partners
• Payment on receipt: For selected partners

4.5 Payment Methods

• Bank transfer (IBAN provided in confirmation)
• Credit card (if available on website)
• PayPal (if available)
• Cash (upon personal pickup)

4.6 Bank Account

Payment details are provided in each order confirmation. The full amount must be transferred in its entirety.

4.7 Payment Arrears

In case of payment arrears exceeding 14 days:

• The Seller reserves the right to suspend further deliveries
• Application of statutory interest (8.5% per annum)
• Referral to collection agency
• Registration with BIG InfoMonitor (if payment arrears exceed 30 days)

§ 5. ORDER CONFIRMATION AND CONTENTS

5.1 Confirmation Contents

Each order confirmation contains:

• Unique order identification number
• Date of contract conclusion
• Detailed merchandise description (categories A/B/C, quantity, estimated proportions)
• Number of pallets
• Unit price and total price
• Delivery and payment terms
• Statement of familiarity with the regulations

5.2 Description Accuracy

The Seller will make reasonable efforts to ensure descriptions are accurate. However, proportions between categories A/B/C may vary by +/- 10% from estimated proposals.

5.3 Acceptance of Terms

Making payment or receiving merchandise without reservations means accepting the confirmation terms.

§ 6. MERCHANDISE SPECIFICS - MIX A/B/C

6.1 Mix Characteristics

Pallets sold by the Seller contain a random mix of merchandise from categories A (new), B (used/functional), and C (damaged). Exact proportions are not guaranteed and may vary depending on market availability.

6.2 Unsorted Merchandise

Merchandise in pallets may come from different manufacturers, may have different brands, models, colors, and features. This is normal in wholesale trade and does not constitute a defect.

6.3 Estimated Proportions

If the Seller provides estimated proportions (e.g., 30% A, 50% B, 20% C), these are estimates only. Deviations within +/- 10% are not considered a contract non-conformity.

6.4 Mix as Standard Practice

The Buyer accepts that:

• Merchandise is in mixed categories
• Sorting before delivery is not possible
• Merchandise may come from various sources
• Merchandise diversity in a single pallet is STANDARD, not a defect

6.5 No Complaint Regarding Mix

The Buyer has no right to file a complaint if:

• They wanted only category A merchandise and received a mix
• They wanted specific products and received various items
• A/B/C proportions deviate less than 15% from the estimate

§ 7. DELIVERY AND TRANSPORTATION

7.1 Delivery Methods

• Delivery to Buyer: Via courier (DHL, FedEx, InPost, Polish Post)
• Personal pickup: At the Seller's office (date to be arranged)
• Buyer's own transport: At Buyer's own cost
• Other: Negotiated individually

7.2 Delivery Costs

• Courier delivery: Paid by Buyer (unless otherwise agreed)
• Personal pickup: No delivery costs
• Buyer's own transport: No Seller participation

Delivery costs are specified in the order confirmation.

7.3 Delivery Timeline

The estimated delivery timeline is provided in the confirmation (typically 3-10 business days). This timeline is approximate and subject to change due to:

• Merchandise availability
• Weather conditions
• Force majeure
• Transportation delays

Delivery delays (if not exceeding 30 days) do not entitle B2B Buyers to withdraw from the contract.

7.4 Tracking Number

Upon shipment, the Seller will send the Buyer a tracking number to monitor the shipment.

7.5 Transfer of Merchandise to Courier

In case of courier delivery, merchandise is considered transferred to the Buyer at the moment of handing the pallet to the first carrier (courier). From this moment, the Buyer bears transportation risk.

§ 8. MERCHANDISE INSPECTION

8.1 Mandatory Inspection

The Buyer is obligated to inspect merchandise:

• If courier delivery: Within 24 hours of delivery
• If personal pickup: Immediately upon receipt (at Seller's office)
• If own transport: Immediately upon receiving merchandise

8.2 Inspection Scope

During inspection, the Buyer should verify:

• Number of pallets (matches order)
• Packaging condition (visible damage)
• Random opening of products
• Merchandise categories (match description)
• Obvious damage or defects

8.3 Procedure Upon Courier Delivery

If merchandise is delivered by courier, the Buyer should:

1. Check package condition BEFORE signing
2. Sign with reservations (if visible damage is apparent)
3. Obtain proof of delivery (may be needed for complaints)
4. Open pallet and inspect contents (within 24 hours)

8.4 Inspection Protocol

For bulk delivery, it is recommended to prepare an inspection protocol containing:

• Order number
• Delivery date
• Inspection results
• Any identified defects
• Signatures of both parties
• Photographic documentation

8.5 Failure to Inspect = Merchandise Acceptance

If the Buyer fails to inspect merchandise within the required timeframe (24 hours) and does not file a complaint, the merchandise is considered fully accepted. Failure to inspect means loss of warranty rights for visible defects.

8.6 Inspection Documentation

The Buyer should retain photos and inspection protocols until warranty period expiration (7 days).

§ 9. PRE-PAYMENT INSPECTION (IMPORTANT)

9.1 Proper Procedure

Proper wholesale sales procedure requires:

1. DELIVERY → Merchandise delivered (courier or personal pickup)
2. INSPECTION → Buyer inspects merchandise (24 hours)
3. PAYMENT → Only after examination and acceptance

9.2 Inspection BEFORE Payment

If the Buyer received merchandise and has the opportunity to inspect it BEFORE payment, they should utilize this. If the Buyer pays without inspection, this means accepting the merchandise.

9.3 Consequences of Failure to Inspect

If the Buyer paid BEFORE examining merchandise:

• No possibility of complaint regarding merchandise condition
• Only basis for complaint is guaranteed defect (merchandise does not turn on, does not function)
• Visible defects may be disregarded (as inspection was possible)

9.4 No Special Prepayment Guarantees

The Seller does not provide special guarantees for prepaid transactions. Merchandise is sold "as is".

§ 10. TRANSFER OF RISK AND OWNERSHIP

10.1 Transfer of Ownership

Merchandise ownership transfers to the Buyer at the moment of full payment for merchandise.

10.2 Transfer of Risk

Risk (responsibility for damage, destruction, loss of merchandise) transfers to the Buyer at the moment of:

• If courier delivery: Transfer to the first carrier (courier)
• If personal pickup: Receipt of merchandise at Seller's office
• If own transport: Receipt of merchandise from Seller

10.3 No Seller Liability for Transportation

After risk transfer, the Seller is not liable for:

• Damage occurring during transportation
• Loss of merchandise by carrier
• Delivery delays
• Conditions during transportation (temperature, humidity)

10.4 Claims for Transportation Damage

If merchandise is damaged by the carrier, the Buyer should:

1. Refuse to sign proof of delivery (or sign with reservations)
2. Notify the carrier of damage immediately
3. File complaint with the carrier
4. Seek compensation from the carrier

The Seller can assist with documentation but is not financially liable.

10.5 Transportation Insurance

The Seller does not insure transportation. If the Buyer wants protection, they should insure the shipment or require special delivery conditions.

§ 11. CONTAINED MERCHANDISE - CATEGORIES AND FEATURES

11.1 Category A - New Merchandise

• New, in original packaging or in perfect condition
• Without visible damage
• May lack manufacturer warranty (especially if older)
• Higher price

11.2 Category B - Used Functional Merchandise

• Previously used (e.g., returns from 14-day period)
• Functional and operational
• May have minor signs of use (dirt, scratches)
• Without manufacturer warranty (or expired warranty)
• Medium price

11.3 Category C - Damaged Merchandise

• Have visible damage (cracks, marks)
• Missing parts or accessories
• May require repair
• May not function (without testing)
• Without warranty
• Lowest price

11.4 No Manufacturer Warranty

The Seller does not guarantee manufacturer warranty availability for any category. If warranty is available - it is a bonus, not an obligation.

11.5 Mix of Brands and Models

A single pallet may contain merchandise from different manufacturers, different brands, different production years. This is normal in wholesale trade.

§ 12. MERCHANDISE NON-CONFORMITY WITH AGREEMENT

12.1 Definition of Non-Conformity

Merchandise is considered non-conforming with the agreement if:

• It does not match the description in the order confirmation
• It does not possess agreed-upon properties (if any were specified)
• Category A merchandise sold as B or C (if this was specified)

12.2 What is NOT Considered Non-Conformity

The following are not considered non-conformity:

• Mix A/B/C (this is standard)
• Different brands/models of merchandise (standard)
• Minor signs of use on Category B items
• Missing accessories (instructions, etc.) for used merchandise
• Lack of manufacturer warranty (never was guaranteed)

12.3 Deadline for Reporting Non-Conformity

Non-conformity should be reported within 7 days of merchandise transfer (see § 13 - Warranty).

§ 13. WARRANTY

13.1 Warranty Period

The Buyer is entitled to warranty for a period of 7 days from merchandise transfer (Article 73 of the Commercial Code for entrepreneurs).

This is significantly shorter than 2 years for consumers (B2C).

13.2 Visible vs. Hidden Defects

• Visible defects: Must be reported within 24 hours of merchandise transfer
• Hidden defects: May be reported within 7 days of transfer, but no later than 24 hours after discovery

13.3 No Presumption of Defect

In B2B relationships, there is no presumption that a defect existed at the time of sale. The Buyer must prove that the defect existed at the time of transfer.

13.4 Buyer's Obligation to Examine Merchandise

The obligation to examine merchandise rests with the Buyer (Article 563 of the Civil Code). If the Buyer fails to examine merchandise before payment, they lose warranty rights for visible defects.

13.5 Consequence of Failure to Examine

If the Buyer paid without examining merchandise BEFORE payment:

• The merchandise is considered transferred and accepted
• No warranty rights for visible defects
• Can only complain about hidden defects (within 7 days)

13.6 Expiration of Warranty

Upon expiration of 7 days from merchandise transfer:

• Warranty expires completely
• Even if a defect actually existed - too late
• No possibility of refund or exchange

§ 14. EXCLUSION OF WITHDRAWAL RIGHT

14.1 Exclusion of 14-Day Return Right

The Buyer is NOT entitled to a 14-day return without providing reasons, as provided for consumers in Article 72 of the Act on Consumer Rights Protection (UPKP).

This right applies exclusively to B2C (consumer) sales, not B2B.

14.2 Only Reason for Return - Defect

The only possible reason for merchandise return/compensation is:

• Guaranteed defect (merchandise does not work because it is damaged)
• Non-conformity with the agreement description

14.3 Dissatisfaction Does NOT Entitle Return

The Buyer has NO right to return merchandise if:

• They changed their mind about the purchase
• The merchandise does not appeal to them
• The merchandise did not sell
• Changed economic situation
• Any other reason (except defect)

14.4 No Return Right for Consumers (If Buyer is Individual)

If the Buyer is an individual person but placed the order as a business entity (e.g., has a tax ID), they are no longer a consumer and the return right does NOT apply.

§ 15. COMPLAINT PROCEDURE

15.1 Filing a Complaint

A Buyer reporting non-conformity should send an email to returns@chinczyk.com containing:

• Order number
• Delivery date
• Detailed description of defect/non-conformity
• Photos/videos documenting the problem
• Request (exchange / repair / price reduction / refund)
• Contact details (phone, email)

15.2 Complaint Receipt Confirmation

The Seller will confirm receipt of the complaint within 7 days and inform of expected processing time.

15.3 Complaint Processing

The Seller will process the complaint within 30 days and provide a final response regarding:

• Acceptance of complaint and type of compensation
• Rejection of complaint with justification

15.4 Complaint Filing Deadline

The complaint should be filed within 7 days of merchandise transfer, though it is recommended to file as soon as possible (ideally within 24 hours).

15.5 Forms of Compensation

Upon accepting a complaint, the Seller offers:

• Exchange - will send new/replaced merchandise
• Repair - will repair merchandise and send back
• Price reduction - will refund part of the amount
• Refund - full refund only if merchandise is in resaleable condition

15.6 Return Shipping

If merchandise should be sent back:

• If Seller's fault: Seller will send return label (shipping cost on Seller)
• If Buyer's change of mind: Buyer covers shipping cost (unless otherwise agreed)

15.7 Returned Merchandise Inspection

Returned merchandise will be inspected. If damaged or soiled (due to inadequate packing by Buyer), it may be returned without exchange.

15.8 No Return for Unjustified Complaints

Complaints that prove unfounded (merchandise is functional, no defects) will be rejected. The Buyer may be charged for merchandise return shipping.

§ 16. PERSONAL DATA PROCESSING (GDPR)

16.1 Data Administrator

Data Administrator: "FIRMA HANDLOWA - MEBLE" SYLWIA NIEMCZYK (Tax ID 8581079288)

16.2 Legal Basis

Personal data is processed based on:

• Article 6(1)(b) GDPR (necessary for contract performance)
• Article 6(1)(c) GDPR (legal obligation - VAT, accounting)
• Article 6(1)(f) GDPR (legitimate interest - collection, security)

16.3 Data Collected

• First and last name / Company name
• Tax ID / PESEL
• Office/residence address
• Phone
• Email
• Transaction history
• Correspondence history

16.4 Storage Period

Data is stored for:

• 6 years - due to tax and accounting obligations
• 4 years - due to possibility of court claims
• During business relationship period - for communication and support

16.5 Data Sharing

Data may be shared with:

• Tax authorities (CEIDG, ZUS, tax office)
• Couriers (for merchandise delivery)
• Collection entities (in case of arrears)

Data is NOT transferred to third countries.

16.6 Buyer's Rights (GDPR)

Buyer has the right to:

• Access their data (Article 15 GDPR)
• Correct data (Article 16 GDPR)
• Delete data ("right to be forgotten", Article 17 GDPR)
• Restrict processing (Article 18 GDPR)
• Object to processing (Article 21 GDPR)

16.7 Filing a Request

Requests regarding personal data should be sent to:

• Email: admin@chinczyk.com
• Mail: ul. Leśna 10A, 74-105 Pniewo

The Seller will provide a response within 30 days.

16.8 Privacy Policy

Full Privacy Policy is available on the website: https://chinczyk.com/privacy-policy

§ 17. PROTECTIVE CLAUSES AND LIABILITY LIMITATION

17.1 Liability Limitation

The Seller is not liable for:

• Indirect losses (lost profits, business loss costs)
• Moral damages
• Damages resulting from Buyer's negligence
• Damage occurring after risk transfer

17.2 Maximum Liability

The Seller's maximum liability does not exceed the price of one sold pallet. The Seller will not pay compensation exceeding the price of merchandise subject to the complaint.

17.3 No Liability for Transportation

After merchandise is transferred to the courier, the Seller is not liable for:

• Delivery delays
• Damage during transportation
• Loss of shipment

17.4 Force Majeure

The Seller is not liable for events beyond its control:

• Natural disasters
• Pandemic/epidemic
• Wars/armed conflicts
• Strikes
• Computer system failures
• Other force majeure

§ 18. FINAL PROVISIONS

18.1 Regulation Amendment

The Seller reserves the right to amend these regulations. Changes will be published on the website and take effect 14 days after publication. Buyers who do not accept the changes may cancel contracts (with refund of paid amounts).

18.2 Partial Invalidity

If any part of the regulations is deemed invalid, the remaining provisions remain valid.

18.3 Languages

These regulations are available in Polish and English. In case of discrepancies, the Polish version is binding.

18.4 Competent Court

Any disputes arising from these regulations shall be resolved by common courts competent for the Seller's office location (District Court in Gdańsk or Provincial Court in Gdańsk, depending on dispute value).

18.5 Contact

Regarding complaints, questions, or correspondence:

• Email: returns@chinczyk.com
• Phone: +48 609 720 842
• Mail: ul. Leśna 10A, 74-105 Pniewo
• Website: https://chinczyk.com

18.6 Effective Date

These regulations take effect on January 23, 2026 and apply to all contracts concluded from this date onwards.

ELECTRONIC SIGNATURE

By:

• Placing an order
• Making payment
• Receiving merchandise without reservations
• Responding to confirmation email

The Buyer confirms that they have familiarized themselves with these regulations and accept all their provisions.

Seller:

"FIRMA HANDLOWA - MEBLE" SYLWIA NIEMCZYK
Tax ID (NIP): 8581079288
ul. Leśna 10A, 74-105 Pniewo
POLAND

Email: sales@chinczyk.com
Phone: +48 609 720 842

Date of Preparation: January 23, 2026
Effective Date: January 23, 2026

ATTACHMENT: FREQUENTLY ASKED QUESTIONS

Can I return merchandise if I don't like it?

No. The right to 14-day return applies only to consumers, not entrepreneurs. Return is only possible in case of a defect.

How long can I complain about merchandise?

7 days from delivery. Visible defects should be reported within 24 hours.

What is the cost of return?

If it's the Seller's fault (defect) - cost on Seller. If it's your change of mind - cost on Buyer.

Can I request an exchange instead of a refund?

Yes, if the merchandise has a guaranteed defect. In this case, the Seller will send new merchandise after receiving the old one.

What if the courier damaged the merchandise?

You seek claims from the carrier (courier). The Seller is not liable for damage during transportation.

Is there a manufacturer warranty?

Depends on category and merchandise. Category A may have warranty, but it is not guaranteed. Categories B and C typically have no warranty.

Can I request a discount for large orders?

Yes. Contact: sales@chinczyk.com and we'll negotiate terms.

What is the Seller's Tax ID?

Tax ID (NIP): 8581079288

Can I buy on credit?

Net 7/14 is possible for verified partners. Contact: sales@chinczyk.com

End of Regulations

These regulations contain all essential terms and conditions for B2B wholesale sales and are compliant with Polish commercial law, Civil Code, and GDPR regulations.

For additional questions, please contact us.

Chinczyk.com
January 23, 2026