Store

PURCHASE AGREEMENT

(Terms and Conditions of Sale)

Last updated: 26.01.2026

Seller / Company: Trendformer sp. z o.o., registered in Poland, KRS: 0000889081, REGON: 388431802, NIP: 7011024781, registered office: JANA DANTYSZKA str, 18, Warsaw, 02-054, Poland (“Seller”, “Company”, “we”, “us”, “our”)

Portal: b2b.trendformer.co and any related B2B online ordering interface (the “Portal”).

Buyer: the business entity placing an order via the Portal (“Buyer”, “Business”, “Customer”).

This Purchase Agreement applies to each order placed via the Portal and governs the sale and purchase of goods between the Seller and the Buyer.

By placing an order via the Portal and/or by ticking a checkbox, clicking an “Accept” button, or otherwise indicating acceptance, the Buyer confirms acceptance of this Purchase Agreement.

1. Definitions

“Goods” means the products displayed on or referenced via the Portal that may be ordered by the Buyer, subject to availability and further our acceptance.

“Order” means a request/order submitted by the Buyer through the Portal specifying Goods, quantities, shipment and other details.

“Proforma Invoice” means the Seller’s proforma invoice and/or other payment document issued in connection with an Order.

“Invoice” means the Seller’s VAT invoice and/or other accounting document issued by the Seller.

“Acceptance” means Seller’s acceptance resulting in a binding contract for a specific Order, which occurs only under Section 6.

“Business Day” means a day other than Saturday, Sunday or a public holiday in Poland.

“Incoterms” means Incoterms® 2020 by the International Chamber of Commerce (ICC).

2. Business-to-bossiness only; authority

  • 2.1. Business customers only. The Portal and this Purchase Agreement are intended solely for business-to-business transactions. The Buyer confirms it is acting in the course of trade/business and not as a consumer.
  • 2.2. Authority. The individual placing an Order represents and warrants that they are duly authorised to bind the Buyer and that the Buyer has obtained all internal approvals and corporate authorisations required for placing Orders and accepting this Purchase Agreement.
  • 2.3. Buyer responsibility for account activity. The Buyer is responsible for all activity performed through its Portal account, including Orders placed by any user accessing the account.

3. Price access model; confidentiality of prices

  • 3.1. Non-public pricing. Prices displayed in the Portal are not public and are available only to authorised Buyers as part of the Seller’s business model and authorisation process.
  • 3.2. Confidentiality of pricing and commercial terms. The Buyer shall treat prices, discounts, assortments, trade terms, and any non-public commercial information made available via the Portal as confidential and shall not disclose such information to any third party, except where strictly necessary for the fulfilment of this Agreement.
  • 3.3. No extraction. The Buyer must not scrape, harvest, copy, mine or systematically extract Portal content (including pricing) by automated means.

4. Informational nature of the Portal; no offer

  • 4.1. No offer. Nothing on the Portal constitutes an offer, invitation to treat, or binding commitment by the Seller
  • 4.2. Indicative information only. Any product descriptions, images, specifications, lead times, and availability shown on the Portal are illustrative and non-binding and may be updated, corrected, or changed by the Seller at any time.

5. Orders via Portal

  • 5.1. Order submission - Buyer’s offer/intention only. By submitting an Order via the Portal, the Buyer makes a request and expresses its intention to purchase the Goods strictly under this Purchase Agreement, without any exclusions, amendments, or deviations.
  • 5.2. No acceptance before full payment. For the avoidance of doubt, no Order shall be deemed accepted and no contract shall be deemed concluded in respect of any Order placed via the Platform unless and until the Acceptance conditions set out in Section 6.1 are satisfied. Any communication, order status update, preliminary confirmation, reservation, preparation activity, issuance of any Proforma Invoice or invoice, or any other action by the Seller prior to Acceptance shall be treated solely as steps taken to facilitate a potential transaction and shall not create any binding obligations for the Seller.
  • 5.3. Right to reject or modify. The Seller may reject, cancel, suspend, correct, or modify any Order (in whole or in part) at its sole discretion, including due to internal approvals, compliance checks, stock allocation, suspected fraud, pricing errors, force majeure, operational reasons, or risk management.
  • 5.4. No Buyer terms. Any Buyer terms (purchase order terms, emails, policies, platform notes) shall not apply unless expressly agreed by the Seller in writing.

6. Contract formation

  • 6.1. Acceptance conditions. A binding contract in respect of a specific Order shall be formed only when all of the following conditions are satisfied:
    • 6.1.1. the Buyer has submitted the Order through the Portal;
    • 6.1.2. the Seller has issued a Proforma Invoice expressly referring to that Order; and
    • 6.1.3. the Seller has received 100% of the total amount payable for that Order in cleared funds within the applicable payment deadline as set out in Section 8.2, and the Buyer’s payment contains the mandatory payment reference in accordance with Section 8.3.
  • 6.2. Separate contracts per Order; no cross-effect. Each Order accepted in accordance with Section 6.1 constitutes a separate and independent contract between the Seller and the Buyer, and the terms of this Purchase Agreement are incorporated into and govern each such contract as if fully set out therein. Any cancellation, rejection, termination, dispute, claim, delay, non-performance or invalidity relating to one Order (and the contract formed in respect of such Order) shall not affect, terminate or invalidate any other Orders or any contracts formed in respect of such other Orders, all of which shall remain in full force and effect.
  • 6.3. Proof and evidence. The Buyer acknowledges and agrees that the Seller’s electronic records generated through or in connection with the Portal and the ordering process constitute valid and admissible evidence of the Buyer’s actions, intent and acceptance of this Purchase Agreement and/or any Order. Such records include, without limitation, Portal logs, account activity records, timestamps, acceptance checkboxes, click-through acceptances, Order submissions, communications sent through the Portal, Proforma Invoices, invoices, dispatch confirmations, tracking details, and payment records. The Buyer agrees that such electronic records may be relied upon by the Seller to establish the content of the parties’ agreement and the Buyer’s obligations, including in court proceedings.
  • 6.4. Internal approval. Any Order placed via the Portal is or may be, at the Seller’s sole discretion, subject to mandatory internal review and approval.
  • 6.5. Right to refuse without explanation. The Seller may refuse to proceed with or confirm any Order without providing reasons, provided that no other written binding contract exists between the Seller and the Buyer.
  • 6.6. Verification measures. The Seller may request additional information or documents to verify business status, authority, delivery feasibility, payment security, and/or compliance.

7. Prices; taxes; errors

  • 7.1. Final price confirmed only in the Seller documents. Final prices, taxes, delivery costs, discounts and commercial terms are binding only as stated in the Proforma Invoice, Invoice, and other Seller-issued Order documents.
  • 7.2. Errors and corrections. The Seller may correct any errors on the Portal (including pricing, availability, descriptions, SKU data, minimum quantities) at any time. If an error affects an Order, the Seller may cancel or re-issue documents accordingly.
  • 7.3. VAT and taxes. Taxes are applied as required by law and shown in Seller documents. The Buyer is responsible for any import duties, customs fees, and local taxes in the destination country unless expressly agreed otherwise in writing.

8. Payment terms; Reservation Policy

  • 8.1. Full prepayment. Unless expressly agreed otherwise in writing, the Buyer must pay any Order placed via Platform 100% in advance. No dispatch occurs and no binding contract exists before full payment is received.
  • 8.2. Payment deadline. The Buyer must pay the Proforma Invoice within 7 (seven) business days from issuance.
  • 8.3. Mandatory reference. Each payment made by the Buyer in connection with this Purchase Agreement and/or any Order placed via the Portal shall include, in the payment description/transfer title, a mandatory reference to the relevant Order number and/or the relevant Proforma Invoice.
  • 8.4. Absence of Mandatory Reference. If the Buyer’s payment does not contain the mandatory payment reference required under Section 8.3, or if it is incomplete or incorrect, or if the Seller for any other reason cannot reasonably allocate the payment to a specific Order, the Seller may treat such payment as an unidentified or unallocated payment and may, at its sole discretion, request clarification and supporting information from the Buyer, suspend processing of or cancel the relevant Order(s), return the payment, or apply the payment to any other outstanding obligations of the Buyer towards the Seller. The Seller shall not be liable for any delay, unavailability, price change, stock release or cancellation resulting from missing, incomplete or incorrect payment references and/or the Buyer’s failure to promptly provide clarification.
  • 8.5. Reservation policy. The Seller may reserve Goods for up to the period specified in Section 8.2 as a service convenience; however, reservation does not guarantee the availability of the Goods unless and until dispatch as specified in Section 9.1.
  • 8.6. Non-payment. If the total price of the Order placed via the Platform has not been received within the period specified in clause 8.2, the Seller may cancel the Order, release reserved stock, and/or re-issue documents with updated pricing/availability without liability.
  • 8.7. Cleared funds and bank fees. Payment is completed only when funds are received in cleared form to the Seller’s account. The Buyer bears all bank/intermediary fees unless agreed otherwise in writing.
  • 8.8. No set-off. The Buyer shall pay without set-off, withholding or deduction except where mandatory law requires otherwise.

9. Availability and dispatch confirmation

  • 9.1. Availability not guaranteed until dispatch. Any availability information shown on the Portal or communicated by the Seller is indicative only. The Seller may reallocate stock and cancel Orders prior to dispatch, including due to inventory discrepancies.
  • 9.2. Dispatch confirmation is the only confirmation of availability for shipment. For the avoidance of doubt, the Seller does not confirm availability of the Goods for shipment and does not confirm dispatch until the Goods are physically handed over to the carrier (or otherwise dispatched) and the Seller issues a shipment confirmation and/or provides the Buyer with a tracking number (or equivalent carrier dispatch evidence). Any earlier information or status shown on the Portal or communicated by the Seller shall be indicative only and shall not be relied upon as a guarantee of availability or dispatch.
  • 9.3. Partial fulfillment. The Seller may dispatch Orders in parts and/or partially fulfil an Order, with corresponding documentation.

10. Minimum quantities; wholesale only

  • 10.1. Minimum quantities. Goods may be ordered only in minimum quantities (including case packs/pallets/minimum units) as displayed on the Portal or otherwise communicated by the Seller. Orders below such minimum may be rejected or adjusted.
  • 10.2. Wholesale channel. The Seller supplies under a wholesale/trade model and may refuse orders inconsistent with wholesale supply.

11. Delivery terms

  • 11.1. Incoterms. Delivery shall be FCA or DAT, as indicated in the Proforma Invoice / Invoice / shipment documents, under Incoterms.
  • 11.2. Transfer of risk. Risk of loss or damage to the Goods transfers in accordance with the applicable Incoterms term stated in the Seller documents.
  • 11.3. Transfer of title. Title to the Goods transfers only after (a) full payment is received and (b) risk has transferred under the applicable Incoterms term.
  • 11.4. Carrier and third-party transportation. Unless expressly agreed otherwise in writing, transportation, carriage and delivery services are performed by independent third-party carriers and logistics providers. The Seller does not operate as a carrier and does not control the performance, routing, handling, delays, customs procedures, or other actions/omissions of such third parties.
  • 11.5. Delivery dates are estimates only. Any dispatch and/or delivery dates, transit times, availability windows or similar timeframes communicated via the Portal or otherwise are indicative estimates only, provided for convenience and based on information received from third-party carriers and/or logistics providers. The Seller does not guarantee delivery by any specific date or within any specific timeframe unless the Seller expressly agrees otherwise in writing.
  • 11.6. No liability for carrier delays. To the maximum extent permitted by law, the Seller shall not be liable for any delays, non-delivery, partial delivery, loss, damage, customs holds, or other issues arising from or attributable to third-party carriers, logistics providers, customs authorities, force majeure events, or circumstances outside the Seller’s reasonable control.
  • 11.7. Liability cap linked to carrier compensation. If, despite Section 11.6, the Seller is held liable to the Buyer for any delivery-related delay or failure attributable to a third-party carrier or logistics provider, the Seller’s liability shall in any event be limited to the amount actually recovered by the Seller from the carrier and/or the carrier’s insurer in respect of the relevant shipment, and the Buyer acknowledges that no further compensation shall be due from the Seller.

12. Inspection; shortages; mis-picks; damage claims

  • 12.1. Immediate inspection. The Buyer must inspect the shipment immediately upon receipt, including the condition of the outer packaging and the quantities.
  • 12.2. Quantity claims deadline. Claims regarding shortage, mis-pick or quantity discrepancy must be submitted within 3 (three) Business Days after delivery/receipt.
  • 12.3. Damage claims deadline. Claims for visible damage must be documented at delivery and submitted within 3 (three) Business Days after receipt.
  • 12.4. Mandatory evidence. Any claim must include clear photo and/or video evidence, including:
    • 12.4.1. outer packaging, shipping label and tracking number;
    • 12.4.2. inner packaging;
    • 12.4.3. affected Goods; and
    • 12.4.4. The unpacking process, where reasonably possible.
  • 12.5. Seller remedies (limited). If a claim is valid, the Seller may, at its option, (i) refund the price paid for the affected Goods, or (ii) replace the affected Goods (subject to availability). The Buyer’s exclusive remedy is limited to the value of the affected Goods.
  • 12.6. Late/unsupported claims waived. Claims submitted late or without required evidence are rejected, and the Goods are deemed accepted.

13. Returns; cancellations after Acceptance

  • 13.1. No returns as a rule. Unless mandatory law requires otherwise or the Seller agrees in writing, Goods are non-returnable and non-refundable once paid.
  • 13.2. Cancellations before Acceptance. Before Acceptance under Section 6.1, the Seller may cancel at any time, and the Buyer may withdraw its Order request by contacting support; however, the Seller is not obligated to hold stock or pricing.
  • 13.3. Cancellations after Acceptance. After Acceptance, the Buyer cannot cancel any Order placed, unless the Seller expressly agrees in writing and, in each such case, may be subject to administrative and restocking costs.

14. Product conformity, safety, and regulatory responsibility

  • 14.1. General compliance statement. The Seller supplies the Goods intended for distribution/reselling and warrants that, as supplied by the Seller in their original packaging and configuration, and to the extent applicable to the relevant Goods, the Goods comply with the Seller’s standard quality controls and with the essential requirements of applicable EU product safety laws, standards and directives/regulations as specified on the package of the Goods. Unless otherwise informed by the Supplier in writing (excluding emails), the Products comply with the standards EN 71-1/2/3, Safety Toys Directive - for EU territories.
  • 14.2. No warranty of destination-market or local requirements. Except as expressly stated in Section 14.1, the Seller does not warrant or guarantee that the Goods, their labeling, packaging, accompanying texts, documentation, claims, instructions, warnings, symbols, certificates, language requirements, recycling markings, regulatory markings, marketing statements, or any other regulatory elements comply with any local, national, sector-specific, or destination-country requirements applicable to the Buyer’s import, resale, marketing, distribution, placing on the market, or other use of the Goods in any territory.
  • 14.3. Buyer responsibility for local market access and compliance. The Buyer shall be solely responsible, at its own cost and risk, for ensuring compliance of the Goods with all laws, regulations and mandatory requirements applicable in the destination country and/or any country of resale, including (without limitation): import permits, registrations, notifications, conformity declarations, testing requirements, consumer information duties, product safety duties, labeling and packaging requirements, recycling obligations, language requirements, and any other market access obligations.
  • 14.4. Translations and product texts. The Buyer shall be solely responsible for preparing, verifying and ensuring the correctness and compliance of any translations, product descriptions, instructions, warnings, leaflets, stickers, marketing texts and other information required in the destination market or used by the Buyer for resale or advertising. The Seller does not provide and does not warrant the completeness, accuracy or compliance of any translations or texts used by the Buyer, and the Buyer assumes all risks and liabilities arising from such translations and texts.
  • 14.5. Packaging, relabeling, localisation and modifications. Any relabeling, over-labeling, repackaging, addition of stickers/leaflets, bundling, localisation, modification of product texts or any other changes required for the Buyer’s territory, channels or customers shall be performed solely by the Buyer and at the Buyer’s sole responsibility, unless the Seller expressly agrees otherwise in a separate written agreement. The Seller shall not be liable for any claims, penalties, costs or losses arising from or related to the Buyer’s modifications, relabeling, repackaging, localisation or failure to comply with local requirements.
  • 14.6. Duty to inform Seller of special requirements before ordering. If the Buyer requires any territory-specific compliance measures, additional markings, warnings, certifications, test reports, procedures, language adaptations, packaging requirements, or any other special or local requirements, the Buyer must notify the Seller in writing before placing or paying for the relevant Order. Any such requirements shall be subject to the Seller’s separate review and express written confirmation (including, where applicable, additional costs and lead times), and the Seller gives no guarantee in advance that it will be able or willing to implement them. If the Buyer fails to notify such requirements in advance, any implementation at a later stage and any resulting claims, costs, delays, rejections by authorities/marketplaces, or non-compliance shall be at the Buyer’s sole responsibility and expense.
  • 14.7. Exclusions: no liability for Buyer handling, misuse or third-party causes. Without limitation, the Seller shall have no liability for any defect, non-conformity, deterioration or safety issue arising from fair wear and tear, wilful damage, negligence, abnormal conditions, misuse, improper storage or handling, failure to follow Seller instructions, unauthorised alteration or repair, improper relabeling/repackaging, or any act or omission of the Buyer, its employees, agents, customers, carriers, warehouse providers, or any third party.
  • 14.8. Mandatory storage, transportation and handling conditions. From the moment the risk of loss or damage to the Goods transfers to the Buyer in accordance with the applicable Incoterms, the Buyer shall ensure compliance with the minimum conditions for transportation, storage and further handling of the Goods that has been communicated by the Seller or specified in the package of the Goods. The Buyer bears full responsibility for compliance with these conditions from the moment of risk transfer. In the event of non-compliance, the Seller shall be released from any liability for the quality or conformity of the Goods, and any related claims shall be rejected.
  • 14.9. Traceability; batch numbers. The Buyer shall maintain adequate traceability records for the Goods, including batch/lot numbers (where applicable), shipment references and resale/distribution routes, to enable investigation of quality, safety, incident or regulatory matters. Upon request, the Buyer shall promptly provide such traceability information to the Seller.
  • 14.10. Regulatory inquiries, incidents and recall-related obligations. The Buyer shall immediately (and in any event within 24 hours) notify the Seller in writing upon becoming aware of any of the following relating to the Goods in any territory:
    • 14.10.1. any regulatory inquiry, inspection, market surveillance request, enforcement action or official notice;
    • 14.10.2. any complaint alleging safety issues, serious quality issues, injury, adverse event, or regulatory non-compliance;
    • 14.10.3. any suspected counterfeiting, tampering or abnormal product behaviour;
    • 14.10.4. any recall request, withdrawal request, restriction or suspension.
  • Such notice shall include all available details, including affected SKUs, quantities, dates, territories, and batch/lot numbers (where available).
  • 14.11. Forwarding requests and cooperation duty. The Buyer shall promptly forward to the Seller copies of any communications, inquiries or requests received from regulators, authorities, platforms, customers or other third parties relating to the Goods (including any allegations of non-compliance). The Buyer shall not provide substantive responses, admissions or commitments on behalf of the Seller without the Seller’s prior written instruction, except where mandatory law requires immediate response.
  • 14.12. Recall, investigation and dispute support; compliance with Seller instructions. If any investigation, dispute, challenge or regulatory procedure arises in relation to the Goods, the Buyer shall fully cooperate with the Seller and shall strictly follow the Seller’s reasonable written instructions aimed at investigating, mitigating, disputing or resolving such matter, including (without limitation) isolating stock, providing samples, providing sales and traceability data, stopping distribution of affected batches, and implementing temporary control measures. Where such actions are required by the Seller for investigation or dispute/defence purposes, the Seller shall bear the reasonable direct costs of such actions, provided that the Buyer has complied with this Purchase Agreement and the issue is not caused by the Buyer’s breach, relabeling/repackaging, translation errors, improper storage/handling, or other Buyer-controlled factors.
  • 14.13. Indemnity for regulatory and localisation risks. The Buyer shall indemnify, defend and hold harmless the Seller (and its affiliates, directors, officers, employees and agents) from and against any and all claims, penalties, enforcement actions, recall costs, losses, liabilities, damages and expenses (including reasonable legal fees) arising out of or related to the Buyer’s importation, resale, marketing, distribution or placing on the market of the Goods in any territory, and/or any relabeling, repackaging, translation, localisation or modification performed by or for the Buyer, except to the extent directly caused by the Seller’s proven wilful misconduct.
  • 14.14. Survival. This Section 14 shall survive completion, termination or cancellation of any Order and shall remain applicable to all Goods supplied under this Purchase Agreement.

15. Security, fraud prevention, and order safety controls

  • 15.1. Security checks. The Seller may implement security and fraud-prevention measures, including verification of Buyer identity, payment risk checks, and order validation procedures.
  • 15.2. Suspension and protective actions. The Seller may suspend processing, request additional confirmations, cancel Orders, or refuse transactions where the Seller reasonably suspects unauthorised account use, fraud, abnormal activity, security risks, compliance risks, or potential misuse of confidential pricing information.
  • 15.3. No liability for protective actions. The Seller shall not be liable for delays or cancellations resulting from security verification and protective measures.

16. Data sharing for fulfilment and billing

  • 16.1. Third-party processing. The Buyer agrees that the Seller may share necessary transactional and contact data with third parties for performing this Purchase Agreement, including:
    • 16.1.1. logistics/courier services (delivery and tracking);
    • 16.1.2. payment service providers (payment processing);
    • 16.1.3. invoicing and billing operators, including FakturaXL (invoice issuance, accounting and transactional documentation).
  • 16.2. Minimum necessary data. The Seller will share data only to the extent reasonably necessary for performance, billing and compliance.

17. Records retention (business documents)

  • 17.1. The Seller may store invoices, accounting documents, Order history and related business records for the periods required by Polish/EU tax and accounting laws and for legitimate compliance purposes.

18. Intellectual property and confidentiality

  • 18.1. Seller rights and ownership.
    • 18.1.1. All Portal content and functionality, pricing structures, discount logic, customer-specific pricing, product selections, commercial data, catalog structure, databases, compilations, layouts, interfaces, documents, and any other information made available by the Seller (whether via the Portal or otherwise) are the Seller’s proprietary interests and remain the exclusive property of the Seller and/or its licensors, and may be protected by intellectual property rights, database rights, trade secret and unfair competition laws.
    • 18.1.2. All intellectual property embodied in, attached to, or associated with the Goods (including without limitation characters, artworks, illustrations, designs, packaging design, labels, graphics, product names, brand names, logos, trademarks, trade dress, and any other protected elements) is and shall remain the exclusive property of the Seller and/or its licensors. Purchase of the Goods does not transfer any intellectual property rights to the Buyer, except for the Buyer’s right to resell the original Goods in their unmodified form as permitted under applicable law.
  • 18.2. No IP licence. Except for the resale of original Goods as supplied, nothing in this Purchase Agreement grants the Buyer any licence or right to use, reproduce, copy, modify, adapt, distribute, create derivative works from, manufacture based on, or otherwise exploit any intellectual property embodied in the Goods, including for the purpose of producing merchandise, replicas, prints, marketing materials, digital content, or any other products or services.
  • 18.3. Prohibited use of Seller IP and characters. The Buyer shall not (and shall not allow any third party to): (a) copy or reproduce any characters, designs, artworks or packaging elements of the Goods; (b) use Seller’s trademarks, brand elements or characters for any marketing, advertising, online listings, marketplace pages, social media promotions, or other commercial materials beyond what is strictly necessary to identify and sell the original Goods, and in all cases only in compliance with Seller’s brand guidelines (if any) and applicable law; (c) remove, obscure or alter any trademark, copyright notice, labeling or origin indication on the Goods; or (d) create any confusingly similar branding, product presentation, or derivative products.
  • 18.4. Confidential information. Without limitation, all non-public pricing, discounts, assortments, commercial terms, supplier and logistics information, SKU mappings, stock visibility, availability logic, and any other non-public information accessed via the Portal or obtained in connection with Orders constitute the Seller’s confidential information (“Confidential Information”).
  • 18.5. Strict non-disclosure and non-use. The Buyer shall keep Confidential Information strictly confidential and shall not, directly or indirectly, disclose, publish, distribute, transfer, sell, license, make available, or otherwise communicate any Confidential Information to any third party, and shall not use Confidential Information for any purpose other than performing accepted Orders under this Purchase Agreement.
  • 18.6. Marketing content; images; marketplace listings. The Buyer shall not create, commission, generate or use any new or modified images, renders, illustrations, animations, videos, designs, character depictions, packaging mock-ups or other marketing materials incorporating or derived from the Seller’s intellectual property, characters, trademarks or brand elements. The Buyer may only use marketing materials (including product photos and descriptions) that are expressly provided or approved in writing by the Seller, and any unauthorised use or creation of such materials shall constitute a material breach. The Seller may require immediate removal of any unauthorised content from any websites, marketplaces or advertising channels
  • 18.7. Prohibited acts (no extraction, competition, benchmarking). The Buyer shall not, directly or indirectly: (a) scrape, harvest, copy, mine, extract or compile Portal content or data (including pricing) by automated or systematic means; (b) create derivative databases, price lists or catalogs based on Portal data; (c) use Portal data for competitive analysis, benchmarking, price comparison engines, resale of information, or any competing activity; or (d) enable any third party to do any of the foregoing.
  • 18.8. Material breach; immediate suspension/termination. Any unauthorised disclosure, copying, extraction, misuse or attempted misuse of Confidential Information and/or Portal content, or any infringement or attempted infringement of Seller’s intellectual property embodied in the Goods, constitutes a material breach and entitles the Seller to immediately suspend processing of any Orders, block access to the Portal, terminate the Buyer’s account, and pursue any available remedies, without prejudice to any other rights of the Seller.
  • 18.9. Remedies and injunctive relief. The Buyer acknowledges that a breach or threatened breach of this Section 18 may cause irreparable harm to the Seller for which damages may be an inadequate remedy. The Seller shall be entitled to seek interim, injunctive, restraining and/or other equitable relief in any competent court, in addition to any other remedies available at law or in equity.
  • 18.10. Indemnity. The Buyer shall indemnify, defend and hold harmless the Seller (and its affiliates, directors, officers, employees and agents) against any and all losses, liabilities, damages, penalties, claims, demands, costs and expenses (including reasonable legal fees) arising out of or related to any breach of this Section 18, including any unauthorised disclosure, scraping, extraction, copying, publication, misuse of Confidential Information or Portal data, and/or any infringement or unauthorised use of the Seller’s intellectual property or characters embodied in the Goods.
  • 18.11. Survival. This Section 18 shall survive any completion, termination or cancellation of Orders and shall remain in effect for as long as the relevant information remains confidential and/or proprietary, and for as long as Seller’s intellectual property rights subsist.

19. Disclaimer; limitation of liability

  • 19.1. No additional warranties. To the maximum extent permitted by law, the Seller disclaims all warranties not expressly stated in this Purchase Agreement.
  • 19.2. No indirect losses. The Seller shall not be liable for indirect, incidental, special or consequential losses, including loss of profit, revenue, business, contracts, goodwill or anticipated savings.
  • 19.3. Liability cap. The Seller’s total aggregate liability arising out of or in connection with a specific accepted Order is capped at the amount actually paid by the Buyer for the affected Goods under that Order.
  • 19.4. No liability for availability and Portal information. The Seller is not liable for errors, delays or inaccuracies in Portal listings, indicative prices, availability statements, or dispatch estimates.

20. Force majeure

  • 20.1. The Seller shall not be liable for failure or delay caused by events beyond its reasonable control, including supply chain disruptions, carrier delays, cyber incidents, power outages, governmental actions, strikes, or force majeure events.

21.Governing law and jurisdiction; injunctive relief

  • 21.1. Governing law and jurisdiction. This Purchase Agreement shall be governed by the laws of Poland, excluding conflict of law rules. The courts of Poland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Purchase Agreement and/or the Orders on the merits.
  • 21.2. Injunctive relief. The Buyer acknowledges that any breach or threatened breach of this Purchase Agreement, including any unauthorised use or disclosure of the Seller’s intellectual property, confidential information or trade secrets, may cause irreparable harm for which damages may be an inadequate remedy. Accordingly, the Seller shall be entitled, without limitation, to seek interim, injunctive, restraining and/or other equitable relief in any competent court, in addition to any other rights and remedies available at law or in equity.