prxstoredepot

Terms and Conditions of Sale

(PRXpeel / prxpeel.eu)

1. Applicable conditions

1.1
These terms and conditions of sale (“Terms and Conditions”) apply to all purchases made by customers (“Customer(s)”) on our webshop prxpeel.eu.
The webshop is owned and operated by:

Leonica Sp. z o.o.
Stefana Batorego 18 / 108
02-591 Warszawa, Poland
TAX ID (NIP): PL5272789642
(“Leonica Sp. z o.o.”, “we”, “us”, “our”).

1.2
All products sold by us through our webshop are covered by these Terms and Conditions, including but not limited to cosmetics, medical devices, pharmaceuticals, parapharmaceuticals and disposables (“Product(s)”).

1.3
We primarily sell Products to doctors, aesthetic clinics, hospitals, pharmacies and wholesalers. We generally do not accept orders from private individuals for Products that are restricted to professional use.
Private individuals may only purchase Products that are legally permitted for sale to consumers under applicable law.

1.4
We recommend that you read these Terms and Conditions carefully before placing any order in our webshop.

2. Orders

2.1
Customers may place online orders 24 hours a day on our webshop or landing pages. We will process orders as quickly as possible and usually within 48 working hours from receipt of the order.

2.2
After an order has been placed, the Customer will receive an initial order overview by e-mail. This overview is not an order confirmation and the Customer’s order is not yet binding upon us at that time.

2.3
A binding agreement is made between the Customer and Leonica Sp. z o.o. when the Customer receives an e-mail with the shipment notification, invoice and packing slip (“Order Confirmation”).

2.4
When the Customer places a purchase order on the webshop, the purchase order is binding for the Customer.

3. Availability of Products

3.1
Although we endeavour to ensure the availability of the Products shown in the webshop, we cannot guarantee that all Products will be in stock at all times. If we are unable to process or execute the order, we will either:
(i) offer the Customer an equivalent Product in terms of quality and price, which the Customer may choose to accept or reject, or
(ii) notify the Customer that we are unable to fulfil the order.

3.2
If the Customer rejects our offer of an alternative Product, or if we are unable to fulfil the order, we shall have no further liability to the Customer unless we have already received full payment for the Product(s). In such a case, we will refund the payment for the relevant Product(s). These are the sole remedies available to the Customer in case we are unable to fulfil the order due to lack of product availability.

4. Customer information

4.1
It is the Customer’s responsibility to ensure that all information necessary for completion of the order and delivery (including, but not limited to, VAT number where applicable, billing details, delivery address and contact details) provided to us is correct and complete.

4.2
If the Customer adjusts or changes information already provided to us, we reserve the right to verify such new information. We will re-evaluate the Customer’s account details for approval within 72 hours.

5. Delivery and delay

5.1
Products in stock will, upon Order Confirmation, be shipped the same working day as the order has been placed or, at the latest, on the following working day.
Products which are not in stock will, upon confirmation, normally be ready for shipment within 3–6 working days.

5.2
All orders are generally shipped with DHL (estimated 1–7 working days depending on destination and service). Other carriers may be used where appropriate.

5.3
The maximum delivery time is 30 days from the date of the order, unless otherwise agreed with the Customer.
As a guideline, delivery within the European Union usually takes around 1–5 working days, and deliveries to other countries may take longer.

5.4
If the order is delayed by more than 6 working days from the originally indicated dispatch time, we will notify the Customer. The Customer’s sole and exclusive remedy in case of such delay is a credit note or repayment of the purchase sum (if paid), at the discretion of Leonica Sp. z o.o.

5.5
Leonica Sp. z o.o. is not responsible for errors in delivery where the delivery address provided by the Customer is incorrect, incomplete, impossible to deliver to, or has been changed by the Customer after dispatch of the Products.

6. Price and payment

6.1
The price of any Products will be as quoted on our webshop from time to time, except in cases of obvious error (i.e. when it is or should be evident that the price is not correct).
All prices displayed on our webshop are exclusive of VAT, any local taxes, duties and delivery costs. Applicable VAT and delivery costs will be added to the total amount at checkout, where required by law.

6.2
Prices are subject to change at any time, but such changes will not affect orders for which we have already sent an Order Confirmation.

6.3
Our webshop contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed in the webshop may be incorrectly priced. We will normally verify prices as part of our dispatch procedures.
If a Product’s correct price is lower than our stated price, we will charge the lower amount when dispatching the Product to the Customer.
If a Product’s correct price is higher than the price stated in the webshop, we will normally, at our discretion, either contact the Customer for instructions before dispatching the Product, or reject the Customer’s order and notify the Customer of such rejection.

6.4
We are under no obligation to provide the Product to the Customer at the incorrect (lower) price, even after we have sent the Customer an Order Confirmation, if the pricing error is obvious and unmistakable and could reasonably have been recognized by the Customer as a mispricing.

6.5
Payment for all Products must be made prior to order processing. We are under no obligation to deliver the Products until we have received correct and full payment from the Customer.

6.6
All prices on prxpeel.eu are shown in EUR (Euro), unless otherwise clearly indicated.
We accept payment by credit/debit card from the following providers (subject to availability and updates): Visa, MasterCard, Maestro, and other payment methods that may be offered in the checkout from time to time.

6.7
For international orders paid with company credit cards or cards issued outside the country of our bank account, an additional card handling fee may be charged. The applicable fee (if any) will be shown during the checkout process.
Certain banks or card issuers may also apply their own additional fees or currency conversion charges; Customers should contact their bank or card issuer for details.

6.8
If you wish to pay via bank transfer (TT / SEPA), please contact us directly for bank details by e-mail. A handling fee may be added to the invoice for manual bank transfer payments.

6.9
Customers paying by credit card are subject to standard validation and security checks. We reserve the right to delay or cancel any order if fraud is suspected.

7. Compliance with applicable laws and regulations

7.1
Leonica Sp. z o.o. acts as an international wholesaler. Except as specified in these Terms and Conditions, we do not assume any liability for compliance with local legislation applicable to the Customers or to the Products in the jurisdictions where the Customers are established or conduct business.

7.2
By accepting these Terms and Conditions, the Customer takes full responsibility for being in compliance with, and strictly following, all applicable international and local legislation in force for all handling of the Products.

7.3
The Customer warrants that it will obtain and maintain all necessary permits, licences and authorisations, and make all required notifications to relevant authorities, for the import, marketing and distribution of the Products. This includes reviewing and approving all product packaging, labels and product information (e.g. summaries of product characteristics and package leaflets) to ensure compliance with applicable laws and regulations.

7.4
The Customer warrants that it will be responsible for all post-marketing obligations (if any), including market surveillance activities such as reporting substantial changes to product specifications and quality systems, reporting adverse events, handling complaints, customer notifications and recalls.

7.5
The Customer warrants that any handling obligations or selling restrictions attached to the Products (whether arising from these Terms and Conditions, product packaging or applicable laws and regulations) regarding further resale or import of the Products will be complied with, and that the Customer will impose such restrictions on any subsequent customer of the Products.

8. Defects

8.1
Except as expressly stated in these Terms and Conditions, Leonica Sp. z o.o. makes no representation, statement of fact, promise or warranty of any kind, express or implied, with respect to the Products or their merchantability or fitness for a particular purpose.

8.2
Products delivered by Leonica Sp. z o.o. are deemed to be free of any defects and approved by the Customer if defects are not reported in writing to Leonica Sp. z o.o. as soon as they are discovered and, in any case, no later than 3 days after receipt of the Products by the Customer. The notification must include a full and complete description of the complaint and any action already taken in response by the Customer.

8.3
The Customer warrants that the Customer – or, if the Customer is not entitled to do so, a subsequent customer who is entitled – will perform an appropriate inspection of the Products immediately upon delivery.

8.4
In the case of justified and properly notified complaints, Leonica Sp. z o.o. is only obligated, at its own discretion, to reduce the price, repair the defect, replace the Products, or take them back and refund the purchase price. These are the sole remedies available to the Customer.

8.5
Leonica Sp. z o.o. will not reimburse the Customer for any transportation costs, handling fees, taxes, duties, processing fees or other charges incurred in connection with the return of Products, unless otherwise expressly agreed.

8.6
Refunds will be issued to the original payment method used to place the order. Shipping costs are not refunded. Please note that refunds can take up to 29 working days to appear on the Customer’s account due to varying processing times between payment providers. The Customer should contact their bank or card issuer if faster processing is required.

8.7
Products which Leonica Sp. z o.o. consents to or directs in writing to be returned shall be returned by the Customer to Leonica Sp. z o.o. or to another destination designated by Leonica Sp. z o.o. Leonica Sp. z o.o. shall decide the means of transportation (e.g. by ship, air, truck) and forwarding agent in each case. Leonica Sp. z o.o. is not responsible for any damage to the Products during return shipment.

9. Products damaged in transit

9.1
Leonica Sp. z o.o. bears the risk of freight for the Products up to delivery to the Customer. Any claims for loss, shortage, breakage, leakage or other damage occurring in transit must be notified to Leonica Sp. z o.o. immediately and no later than 3 days after the Customer has obtained or should have obtained knowledge thereof. Claims received after this time limit may be rejected.
Claims must be sent to: contact@prxpeel.eu

9.2
Notification must be accompanied by relevant pictures of the loss, shortage, breakage or damage and a copy of the report made by the carrier. Claims submitted without appropriate documentation will be rejected.

9.3
The Customer will cooperate fully and in good faith with Leonica Sp. z o.o. in its efforts to establish a claim against the carrier.

9.4
The sole and exclusive remedy of the Customer in case of damage in transit is a replacement order or repayment of the purchase sum, at the discretion of Leonica Sp. z o.o. The Customer waives all other remedies (including, but not limited to, indirect and consequential damages).

10. Liability

10.1
Leonica Sp. z o.o. is liable in accordance with the ordinary rules of Polish law, subject to the limitations and exclusions set out in these Terms and Conditions.

10.2
Leonica Sp. z o.o. is not liable to the Customer for damages for any indirect losses or claims, including but not limited to damage not pertaining to the Products, loss of profit, loss of production, loss of goodwill, operating losses or any other indirect or consequential losses.

10.3
Leonica Sp. z o.o.’s total aggregated liability for any and all claims, including damages and/or refund of purchase price, is limited to an amount equal to the purchase price paid for the Products to which the claims relate. This monetary limitation applies irrespective of the legal basis of liability and includes, to the widest extent possible, claims based on negligence (ordinary or gross), strict liability, product liability, etc.

10.4
Any claims, including claims for breach, remedy of defects and delays, will be barred and time-barred 3 months following delivery of the Products, irrespective of whether the Customer was or should have been aware of the existence of the claim.

11. Third-party rights

11.1
The parties agree that Leonica Sp. z o.o. assumes no liability for possible infringement of any third-party intellectual property rights by the Products.

11.2
If the Customer receives notice or is otherwise informed of any claim, suit or demand on account of alleged infringement of third-party intellectual property rights relating to the Products, the Customer must promptly notify Leonica Sp. z o.o.

12. Product liability

12.1
Leonica Sp. z o.o. is not liable for bodily injury or damage to other products caused by the Products, except to the extent such liability cannot be excluded under applicable mandatory law.

12.2
Leonica Sp. z o.o. is in no event liable for damage to property caused by the Products after delivery has taken place and/or while the Products are in the possession of the Customer, including but not limited to damage to products manufactured by the Customer or to products in which the Customer’s products are incorporated.

12.3
Leonica Sp. z o.o.’s liability will in no event exceed the purchase sum for the Products giving rise to the claim per year, except in relation to personal injury where mandatory law provides otherwise.

12.4
If Leonica Sp. z o.o. incurs product liability towards a third party for which the Customer is rightfully liable, the Customer shall indemnify Leonica Sp. z o.o. to the same extent that Leonica Sp. z o.o.’s liability is limited under this clause 12, including situations where Leonica Sp. z o.o. is held liable towards a third party although no failure or negligence by Leonica Sp. z o.o. is proven, or where such negligence is proven but the damages exceed the above-mentioned limit.

12.5
Leonica Sp. z o.o. is entitled to file a claim against the Customer at the same venue as a third party has filed a claim against Leonica Sp. z o.o. in relation to a dispute concerning product liability arising from the Products.

13. Adverse event reporting and recall

13.1
The Customer must, within 5 days from the time when information on an adverse event became or should have become known to the Customer, provide any available information thereon to Leonica Sp. z o.o.
An “adverse event” means:
(i) any malfunction, failure, defect or deterioration in the characteristics and/or performance of a Product, as well as any inadequacy in the labelling or instructions for use which directly or indirectly has led, might lead or might have led to the death of a patient, user or other person, or to serious deterioration of their state of health; and
(ii) any technical or medical reason in relation to the characteristics or performance of a Product leading to a systematic recall of Products of the same type by the Customer.

13.2
If the Customer becomes aware of any other information regarding the Products, including possible infringement of intellectual property rights, that the Customer reasonably believes to be of importance to Leonica Sp. z o.o., the Customer must immediately notify Leonica Sp. z o.o.

13.3
Leonica Sp. z o.o. will notify the Customer without undue delay in the event of a product recall and will provide instructions on how to assist in returning all affected Products. Leonica Sp. z o.o. may determine the recall measures required from the Customer on a recall-by-recall basis, and the Customer must comply with such measures unless they conflict with mandatory laws and regulations applicable to the Customer.
Without further instruction, the Customer must provide Leonica Sp. z o.o. with any available documentation on seizure notices from public agencies and recall notices sent to subsequent customers.
The Customer bears its own costs in connection with recalls of the Products and provides all reasonable assistance requested by Leonica Sp. z o.o. in the conduct of a recall.

14. Taxes and other payments

14.1
The Customer is solely responsible for collection, transfer and payment of any taxes, expenses, charges, duties, fees and other payments (“Charges”) imposed in connection with the purchase, sale, export, import and other handling of the Products, or arising from the Customer’s business activities, whether or not such Charges relate directly to the Products.

14.2
Leonica Sp. z o.o. is not liable for Charges imposed by tax and customs authorities in the recipient country or otherwise caused by the Products being sent to the recipient country. The Customer is solely responsible for payment of such Charges.

14.3
Leonica Sp. z o.o. is not responsible for any delays due to seizure, inspection or processing by tax or customs authorities.

15. Returning of goods

(For contractual returns; without prejudice to mandatory consumer rights where applicable.)

15.1
The Customer may return goods within 14 days after receiving them, subject to the conditions below and any separate return policy we may publish.

15.2
Returned goods must be in the same condition as when they were delivered, unused and unopened, unless otherwise agreed.

15.3
Opened goods or goods damaged in any way are not eligible for return, unless the return is based on a justified complaint about defects and accepted by Leonica Sp. z o.o.

15.4
Leonica Sp. z o.o. will refund the purchase price for returned goods within 14 days after receiving the returned goods, provided that the return has been accepted.

15.5
Leonica Sp. z o.o. will refund amounts using the same payment method as used for the original transaction, unless otherwise agreed.

15.6
Shipping costs for returning goods are not refundable, unless otherwise required by mandatory law or explicitly agreed.

16. Extraordinary circumstances

16.1
Leonica Sp. z o.o. is not liable for any loss or damage caused by delay or non-performance of any of its obligations under these Terms and Conditions to the extent such delay or non-performance is due to extraordinary circumstances beyond its reasonable control (force majeure), including but not limited to natural disasters, war, strikes, lockouts, breakdown of communication systems, fire, pandemic, governmental actions or failures of suppliers or carriers.

17. Governing law and venue

17.1
These Terms and Conditions, including any disputes regarding their existence or validity, are governed by Polish law, irrespective of conflict-of-laws rules that could result in the application of another jurisdiction’s laws, and excluding international private law instruments such as the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.2
Any dispute arising out of or in connection with these Terms and Conditions, including disputes regarding their existence or validity, shall be settled by the ordinary Polish courts, and, if possible, before the court of Frederiksberg as the court of first instance (if and to the extent this is compatible with applicable jurisdiction rules).

17.3
Notwithstanding clause 17.2, as regards Customers from countries which are not a party to a mutual convention on recognition of judgments with Denmark and which are a party to the New York Arbitration Convention, any dispute arising out of or in connection with these Terms and Conditions shall be finally settled by arbitration administered by The Polish Institute of Arbitration in accordance with the rules in force at the time when such proceedings are commenced. The Institute of Arbitration will appoint one arbitrator, who will be the chairman of the arbitral tribunal. The place of arbitration shall be Copenhagen, Denmark.

17.4
Notwithstanding the above, Leonica Sp. z o.o. will always be entitled to initiate legal proceedings in the home jurisdiction of the Customer.