§ 1 General provisions

1. These Terms and Conditions set out the rules for the provision of electronic services, use of the Furnex wholesale sales platform, and the conclusion and performance of sales agreements under both the traditional and dropshipping models.
2. The B2B Platform available at b2b.furnex.eu is operated by:

3. FURNEX sp. z o.o. is hereinafter referred to as the “Seller” or “Furnex”.
4. These Terms and Conditions are intended for business customers making purchases of a professional nature, in particular for the purpose of reselling the Goods. The B2B Platform is not intended for the conclusion of consumer contracts.
5. If mandatory provisions of law grant a natural person conducting business activity certain consumer rights because an agreement is not of a professional nature for that person, these Terms and Conditions do not exclude such rights to the extent that their exclusion is prohibited by law.
6. These Terms and Conditions form an integral part of the agreement for maintaining a B2B Account and of every Sales Agreement concluded through the B2B Platform.
7. Acceptance of these Terms and Conditions is voluntary but necessary to create a B2B Account and place Orders.

§ 2 Definitions

1. Customer or Partner – a business customer holding an active B2B Account and making purchases in connection with the professional nature of its business activity.
2. End Customer – a person or entity designated by the Partner as the recipient of Goods under a dropshipping transaction, who is not a party to the Sales Agreement concluded between Furnex and the Partner.
3. B2B Platform – the Furnex online platform available to verified Partners, enabling them in particular to browse the offer, prices and stock levels, place Orders and manage documents.
4. B2B Account – the Partner's individual account secured by login credentials.
5. Goods – a product offered through the B2B Platform.
6. Order – the Partner's declaration of intent to purchase specified Goods on the terms presented on the B2B Platform.
7. Sales Agreement – an agreement between Furnex and the Partner concluded when Furnex accepts the Order.
8. Materials – images, visualisations, descriptions, specifications, instructions, files, price lists, XML/CSV feeds and other content made available to the Partner.
9. Dropshipping – a model under which Goods purchased by the Partner are shipped by Furnex directly to the address of the End Customer designated by the Partner.
10. Partner-Provided Shipping Label – a paid and correctly generated carrier label supplied by the Partner for the fulfilment of a specific Order.
11. Return Request – a request created through the “Submit a Return” module, to which the system assigns a number and the appropriate warehouse address based on the SKU of the returned Goods.

§ 3 Electronic services and technical requirements

1. Furnex provides, free of charge and by electronic means, services consisting of maintaining a B2B Account and providing access to the catalogue and forms used to place Orders and contact Furnex.
2. The agreement for maintaining a B2B Account is concluded when the Account is activated and remains in force until it is deleted or blocked in accordance with these Terms and Conditions.
3. Use of the B2B Platform requires a device with Internet access, an up-to-date web browser supporting JavaScript and cookies, and an active email account.
4. The Partner must use the B2B Platform in accordance with the law, these Terms and Conditions and good practice, and must not provide unlawful content, malware or data infringing third-party rights.
5. Furnex may carry out maintenance or updates or temporarily restrict operation of the B2B Platform and will, where possible, provide notice of planned interruptions.
6. Complaints concerning electronic services may be submitted to b2b@furnex.eu and should include a description of the problem, the date on which it occurred and the B2B Account details.

§ 4 Registration and the B2B Account

1. Registration requires the provision of true and up-to-date business details, including identification, billing and contact details, and acceptance of the required documents.
2. Furnex may verify the provided information in public registers, request documents or additional information, and refuse to activate an Account without being obliged to enter into cooperation.
3. Commercial terms, pricing levels, payment methods and any credit limits may be assigned individually to each Partner.
4. The Partner is responsible for keeping its login and password confidential and for all actions performed through its B2B Account. The Account must not be made available to third parties.
5. The Partner must immediately inform Furnex of any loss of login credentials, suspected unauthorised access or change to the Partner's company details.
6. A single B2B Account may be used by the Partner's authorised employees solely at the Partner's risk. The Partner is responsible for granting and revoking their access rights.

§ 5 Orders and conclusion of the Sales Agreement

1. Orders are placed through the B2B Platform unless Furnex agrees to another method on an individual basis.
2. Before placing an Order, the Partner should verify the selected Goods, variants, quantities, prices, recipient details, delivery address, payment method and shipping method.
3. Placing an Order constitutes an offer to conclude a Sales Agreement. An automatic acknowledgement of receipt of the Order does not constitute acceptance of the Order for fulfilment.
4. The Sales Agreement is concluded when Furnex confirms acceptance of the Order for fulfilment or begins fulfilling it, whichever occurs first.
5. Availability and stock levels may change until the Order is accepted. Adding Goods to the shopping cart does not reserve them.
6. Furnex may accept an Order in part, propose a change in quantity or delivery date, or refuse to fulfil it, particularly if the Goods are unavailable, the price is incorrect, payments are overdue, a credit limit has been exceeded or abuse is suspected.
7. Furnex will notify the Partner of any obvious error in the price or product data before fulfilment. An agreement based on an obvious error is not binding, and the Partner may accept the correct terms or cancel the affected item.
8. Any change to or cancellation of an Order after its acceptance requires Furnex's consent. Such consent may be conditional upon reimbursement of costs already incurred in connection with fulfilment.
9. Any stated fulfilment dates are estimates unless Furnex expressly confirms a date as guaranteed.

§ 6 Prices, invoices and payments

1. Prices displayed on the B2B Platform are gross prices inclusive of VAT unless expressly stated otherwise next to a particular price. The Order summary may additionally show the net amount and the VAT amount.
2. Prices visible after login are intended exclusively for the relevant Partner and may reflect the commercial terms assigned to that Partner.
3. Delivery, packaging, pallet or other service charges are added to the price of the Goods if shown in the shopping cart, Order summary or an individual confirmation.
4. Available payment methods are shown on the B2B Platform and may include prepayment, bank transfer, online payment or deferred payment terms if granted to the Partner.
5. Online payments through Przelewy24 are provided by PayPro S.A., with its registered office at ul. Pastelowa 8, 60-198 Poznań, Poland, entered in the Register of Entrepreneurs of the National Court Register under KRS number 0000347935, NIP 7792369887, REGON 301345068, operating as a domestic payment institution entered in the register maintained by the Polish Financial Supervision Authority under number IP24/2014.
6. Depending on current availability, Przelewy24 may support, in particular, instant bank transfers, BLIK, payment cards, Apple Pay, Google Pay and other methods displayed when the Order is placed.
7. Complaints concerning payment services provided by PayPro S.A. should be addressed to PayPro S.A. in accordance with the Przelewy24 terms and conditions. Complaints concerning the Sales Agreement, Goods, price or fulfilment of the Order are handled by Furnex.
8. Furnex issues invoices in accordance with applicable law, including through the Polish National e-Invoicing System (KSeF) where applicable, and may send documents electronically to the address assigned to the B2B Account.
9. The Partner must pay the full amount due by the deadline stated on the invoice or in the Order confirmation, without making any deductions not agreed with Furnex.
10. In the event of late payment, Furnex may charge statutory interest for late payment in commercial transactions, claim compensation for debt recovery costs, suspend further deliveries, revoke the credit limit or block the B2B Account.
11. Changes to prices and commercial terms apply prospectively and do not affect Orders already accepted unless the parties agree otherwise.

§ 7 Dropshipping and the relationship with the End Customer

1. Under the dropshipping model, the Partner purchases Goods from Furnex in its own name and for its own account, while Furnex ships the Goods to the recipient address specified by the Partner.
2. Furnex is not a party to the sales agreement between the Partner and the End Customer, does not determine the Partner's retail price and does not assume the Partner's obligations towards the End Customer.
3. The Partner is solely responsible towards the End Customer for proper performance of the agreement concluded with that customer, pre-contractual information, pricing, taxes, customer service, consumer rights, withdrawal rights, returns, complaints and compliance of its business with the laws of the country of sale.
4. The Partner must not present Furnex as the retail seller, a party to the agreement with the End Customer, the Partner's representative or an entity obliged to provide direct service to the Partner's customers.
5. The Partner is responsible for the accuracy and completeness of the End Customer's details and for obtaining all information necessary to deliver the Goods.
6. Furnex may contact the End Customer or disclose the End Customer's details to the carrier only to the extent necessary to complete delivery, resolve a logistics issue or comply with a legal obligation.

§ 8 Delivery and Partner-Provided Shipping Labels

1. Delivery is made to the address specified in the Order through the carrier selected on the B2B Platform or agreed with Furnex.
2. Delivery costs may depend in particular on the type of Goods, number of packages, dimensions, weight, pallets, postal code, country of delivery and additional carrier services.
3. If the B2B Platform allows a Partner-Provided Shipping Label to be supplied, the Partner may provide a correct, paid and valid label that complies with the shipment parameters and the requirements of the designated carrier.
4. When using a Partner-Provided Shipping Label, the Partner is responsible for selecting the carrier and service, ensuring data accuracy and the correct number of labels and declared parameters, paying the transport cost, obtaining insurance and handling claims against the carrier.
5. Furnex may refuse to use a label that is illegible, unpaid, inconsistent with the shipment, provided too late or technically unusable. In such a case, the Partner will be offered another delivery method or asked to provide a correct label.
6. Any delay caused by a missing or incorrect Partner-Provided Shipping Label is attributable to the Partner and will extend the fulfilment date accordingly.
7. Delivery does not include carrying the Goods indoors, assembly, positioning or removal of packaging unless such a service has been expressly ordered and confirmed.
8. As between Furnex and the Partner, the benefits and burdens associated with the Goods and the risk of accidental loss of or damage to the Goods pass to the Partner when the Goods are handed over to the carrier, unless the parties agree otherwise. This provision does not alter the Partner's obligations towards the End Customer.

§ 9 Receipt of Goods and transport damage

1. The Partner should instruct the recipient to check the number and condition of the packages at the time of delivery.
2. Visible damage, a missing package or damaged packaging must be recorded with the carrier in a damage report or the carrier's electronic form and documented with photographs of the packaging, label and Goods.
3. Furnex must be notified of visible transport damage or a quantity shortage immediately and no later than 2 business days after delivery.
4. The absence of a damage report does not automatically prevent a complaint where the damage was not visible upon receipt, but it may make it difficult or impossible to pursue claims against the carrier.
5. The Partner or recipient should retain the packaging and Goods until the inspection has been completed or further instructions have been received.

§ 10 Complaints, statutory warranty for defects and commercial guarantee

1. Complaints should be submitted to b2b@furnex.eu or through the form provided on the B2B Platform.
2. A complaint should include at least the Order or invoice number, Goods code, quantity, description of the issue, date on which it was identified, the remedy requested by the Partner, and clear photographs or a recording documenting the defect. In the event of transport damage, the carrier's documentation must also be attached.
3. Defects that were not visible upon receipt must be reported immediately after discovery and no later than 7 days after they are detected.
4. The Partner must not return Goods without prior confirmation of the complaint and receipt of instructions or a return number. Unauthorised shipments may be refused.
5. Pursuant to Article 558 § 1 of the Polish Civil Code, Furnex's liability towards Partners under the statutory warranty for defects (rękojmia) is excluded to the fullest extent permitted by law. This exclusion does not apply where it is prohibited by law, in particular in the event of fraudulent concealment of a defect.
6. If the Goods are covered by a manufacturer's or other guarantor's commercial guarantee, its scope, duration and claims procedure are set out in the guarantee document. Furnex does not become the guarantor solely by selling the Goods.
7. Notwithstanding the exclusion of the statutory warranty for defects, Furnex may voluntarily handle justified commercial complaints in accordance with the procedure described in these Terms and Conditions, in particular by repairing or replacing Goods, supplying missing items, reducing the price or refunding the value of the Goods concerned.
8. Furnex will handle a complete complaint without undue delay. The timeframe may be extended if an inspection, a response from the manufacturer or carrier, or additional documentation is required.
9. Until the complaint process is completed, the Partner should protect the Goods against further damage and must not carry out repairs without Furnex's consent.

§ 11 Returns in professional B2B transactions

1. A Partner making a purchase of a professional nature has no statutory right to withdraw from the Sales Agreement without giving a reason.
2. Non-defective Goods may be returned only with Furnex's prior express consent and on individually agreed terms.
3. Every return, irrespective of the reason, must first be registered by the Partner through the “Submit a Return” module. Once the Order and Goods have been selected, the system will assign a Return Request number and display the appropriate warehouse address.
4. The warehouse address is determined from the SKU of the returned Goods according to the following rule:
   • if the SKU contains at least one hyphen (“-”), the correct address is: ul. Miodowa 2, 96-200 Rawa Mazowiecka, Poland;
   • if the SKU does not contain a hyphen (“-”), the correct address is: ul. Jaśminowa 19, 05-850 Koprki, Poland.
5. If a single Return Request covers Goods from both SKU groups, the Goods must be split into two shipments and sent to two warehouses in accordance with the system instructions, unless Furnex expressly instructs otherwise.
6. The address displayed in the confirmation of the specific Return Request is binding. Neither Furnex's registered office nor an address used for a previous return may be treated as the default returns address.
7. The Return Request number must be displayed clearly on or inside the shipment in accordance with the instructions shown in the module.
8. Furnex may make acceptance of a return conditional on the Goods and packaging being undamaged, payment of transport and handling costs, or compensation for any reduction in the value of the Goods.
9. A shipment sent without a Return Request or to the wrong warehouse may be refused, returned or redirected at the Partner's expense. The time required to identify it or forward it to the correct warehouse is not included in the return handling time.
10. The Partner is solely responsible for handling withdrawals and returns from its End Customers. The Partner's acceptance of a return from its customer does not automatically oblige Furnex to accept those Goods.
11. The End Customer must not return Goods directly to Furnex unless a Return Request has been created and instructions have been received. The Partner is responsible for the costs and consequences of any unauthorised return.

§ 12 Images, descriptions, product files and copyright

1. Materials made available through the B2B Platform are protected by copyright, database rights, trademark rights or other intellectual property rights belonging to Furnex, manufacturers or other entitled parties.
2. Making the Materials, including images and descriptions, available to the Partner does not transfer any economic copyrights or trademark rights to the Partner.
3. Furnex grants an active Partner a non-exclusive, non-transferable, revocable and limited licence to use the supplied images, descriptions and data solely for the purpose of offering and selling original Goods purchased from or offered by Furnex.
4. The licence covers publication of the Materials in the Partner's own online store, on marketplace accounts owned by the Partner, in catalogues, on social media and in advertisements directly promoting Furnex Goods.
5. The Partner may technically adapt an image by proportionally resizing, compressing or cropping it, provided that this does not distort the Goods, mislead customers or remove legal notices, watermarks or manufacturer identification.

6. The Partner is responsible for ensuring that the manner in which the Materials are published complies with the law, marketplace rules and third-party rights, and is also responsible for any content, prices, comparisons, advertisements and translations added by the Partner.
7. If a particular manufacturer introduces additional rules concerning the use of its images, marks or descriptions, the Partner must comply with them after being notified.
8. The licence remains valid only during active cooperation. Upon termination of the cooperation or at Furnex's request, the Partner must stop downloading feeds and remove the Materials within 14 days, except for archival copies required by law and Materials relating to Goods which, with Furnex's consent, remain lawfully on sale until stocks are exhausted.
9. A breach of the rules governing use of the Materials may result in revocation of the licence, blocking of the B2B Account, a demand to remove the content, and claims for damages or other remedies available under law.

§ 13 Confidentiality and commercial data

1. Individual prices, discounts, margins, limits, stock levels, price lists, feeds, logistics terms and organisational information made available to the Partner constitute confidential information unless they are publicly available.
2. The Partner may use confidential information solely for the purpose of its cooperation with Furnex and must not disclose it to competitors, other suppliers or entities not involved in handling the Partner's sales.
3. The Partner may disclose information to its employees and subcontractors only to the extent necessary and provided that they are bound by confidentiality obligations.
4. The confidentiality obligation applies throughout the cooperation and for 3 years after its termination, except for trade secrets, which remain protected for the period prescribed by law.

§ 14 Personal data of dropshipping recipients

1. The Partner provides Furnex only with the data necessary to fulfil the Order, in particular the recipient's full name or company name, address, telephone number and email address required by the carrier.
2. The Partner confirms that it has a valid legal basis for collecting and transferring the End Customer's data and that it has provided the End Customer with all information required by law.
3. The Partner is responsible for the accuracy of the data and for any damage or costs resulting from data that is incorrect, incomplete or transferred without a valid legal basis.
4. Furnex uses recipient data to the extent necessary to complete delivery, handle complaints, comply with accounting and legal obligations, and establish, exercise or defend claims.
5. If, under a particular cooperation model, Furnex processes personal data solely on behalf of the Partner as a processor, the parties will enter into a data processing agreement that meets the requirements of Article 28 of the GDPR. These Terms and Conditions do not replace such an agreement where one is required.
6. Detailed information on the processing of personal data of B2B Platform users is set out in the Furnex Privacy Policy.

§ 15 Liability of the parties

1. The Partner is responsible for actions performed through its Account, content published in its own sales channels, relations with End Customers and compliance of its business with the law.
2. Descriptions, dimensions, colours and visualisations of the Goods are prepared with due care. Colours may vary depending on display settings, the material batch or lighting conditions, and a visualisation does not replace the product specification.
3. Furnex is not liable for loss of profit, reduced sales, loss of customers, penalties imposed by a marketplace or indirect damage resulting from the Partner's actions, technical interruptions, incorrect data supplied by the Partner or events beyond Furnex's reasonable control.
4. To the extent permitted by law, Furnex's liability arising from a single Order is limited to the actual loss and the net value of the Goods to which the event relates.
5. The limitations of liability do not apply to damage caused intentionally or where their application is excluded by mandatory provisions of law.
6. Furnex is not liable for non-performance or delay caused by force majeure, infrastructure failure, a carrier's actions, supply chain disruption, a decision of a public authority, strike, disaster, epidemic, war or any other event that could not reasonably have been foreseen or prevented.

§ 16 Account suspension and termination of cooperation

1. The Partner may close its B2B Account by sending a message from the email address assigned to the Account, provided that all Orders and settlements have been completed.
2. Furnex may suspend or block an Account, in particular in the event of overdue payments, a breach of these Terms and Conditions, intellectual property rights, confidentiality rules or system security, the provision of false information, or actions detrimental to Furnex.
3. Where a breach can be remedied, Furnex may first require the Partner to cease the breach or perform the relevant obligation within a specified period.
4. Termination of cooperation does not affect payment obligations, the rules for handling Orders already accepted, confidentiality, data protection, liability or the obligation to remove the Materials.

§ 17 Amendments to the Terms and Conditions

1. Furnex may amend these Terms and Conditions for valid reasons, in particular due to changes in law, B2B Platform functionality, delivery or payment models, the offer, organisation of the sales process, or the need to prevent abuse.
2. The Partner will be notified of an amendment through the B2B Platform or electronically at least 7 days before it takes effect, unless an immediate amendment is required by law or system security.
3. Amendments do not affect Sales Agreements concluded before they enter into force.
4. If the Partner does not accept the amendments, it may close its B2B Account before the effective date. Continued use of the B2B Platform after that date constitutes acceptance of the new version.

§ 18 Final provisions

1. These Terms and Conditions, the Sales Agreements and the cooperation between the parties are governed by Polish law.
2. The parties will first attempt to resolve any dispute amicably. If no agreement is reached, the dispute will be resolved by the court having territorial jurisdiction over Furnex's registered office, unless mandatory provisions of law provide otherwise.
3. Matters not regulated herein are governed in particular by the provisions of the Polish Civil Code, the Polish Act on the Provision of Electronic Services, the Polish Act on Counteracting Excessive Delays in Commercial Transactions, copyright law and personal data protection laws.
4. The invalidity or ineffectiveness of any individual provision does not affect the validity of the remaining provisions of these Terms and Conditions.
5. These Terms and Conditions are made available free of charge in a form that enables them to be saved, reproduced and printed.
6. These Terms and Conditions enter into force on the date of their publication on the B2B Platform.