B2B Terms and conditions

PREAMBLE

These B2B Terms and Conditions define the rules and general terms of sale via the online store b2b.mrcook.pl (hereinafter also referred to as the “B2B Store”), operated by Mr Cook Corp. Sp. z o.o., with its registered office in Katowice (hereinafter also referred to as the “Seller”), and set out the terms and conditions under which the Seller provides free-of-charge electronic services to entrepreneurs who make purchases for purposes related to their business activities, when such a sales contract is of a professional nature for the Entrepreneur, in particular resulting from the scope of their business operations.
The B2B Store and these B2B Terms and Conditions are intended exclusively for entrepreneurs who make purchases for purposes directly related to their business activities, where such acquisition is of a professional nature for them, in particular due to the subject of their business activity. For Consumers and Entrepreneurs with Consumer Rights – as defined in §1 of these B2B Terms and Conditions – the dedicated online store is available at: www.mrcook.pl.
In the part relating to the General Terms of Sale (GTS)B2B Store.

§ 1

DEFINITIONS

Business Days – means the days from Monday to Friday, excluding public holidays.

Delivery – means the actual activity consisting in the Seller delivering, including through a Carrier, the Goods specified in the Order to the Buyer.

Carrier – means an entity cooperating with the Seller in the scope of delivering goods, or the Seller itself if the goods are delivered directly to the Buyer.

Client – means an entrepreneur conducting business activity, who is neither a Consumer nor an Entrepreneur with Consumer Rights, making purchases in the B2B Store for business purposes, or on behalf of whom – in accordance with these B2B Terms and Conditions and applicable law – electronic services may be provided.

User Account (Account) – a free-of-charge function of the B2B Store (an electronic service) that allows the Client to create their individual Account in the B2B Store, provided after Registration and the conclusion of a service agreement for maintaining the User Account.

Consumer – a natural person who performs a legal transaction with the Seller not directly related to their business or professional activity.

Buyer – any entity purchasing Goods in the Store for purposes directly related to its business activity, provided that such purchase is of a professional nature, in particular due to the subject of its business activity.

Newsletter – information, including commercial information within the meaning of the Act of 18 July 2002 on the provision of electronic services (Journal of Laws 2002, No. 144, item 1204, as amended), originating from the Seller/Service Provider, sent electronically to the Client, by or on behalf of the Seller/Service Provider.

General Terms of Sale (GTS) – a set of general terms that form part of each Sales Contract concluded by the Seller with an Entrepreneur who enters into such a contract for purposes directly related to their business or professional activity, when such a contract has a professional nature for that Entrepreneur, particularly due to the subject of their business activity. The General Terms of Sale constitute an integral part of these B2B Terms and Conditions.

Privacy Policy – a set of principles governing the processing and protection of the Client’s personal data.

Order Confirmation / Conclusion of the Sales Contract – the Seller’s declaration of intent, sent to the Client by email, confirming acceptance of the Order submitted earlier in accordance with §5 point II section 3 of these B2B Terms and Conditions, resulting in the conclusion of a Sales Contract for the Goods specified therein.

Entrepreneur – means a natural person, legal person, or organisational unit without legal personality to which the law grants legal capacity, conducting business or professional activity on their own behalf and performing a legal act related to such activity.

Entrepreneur with Consumer Rights – means a natural person entering into a Sales Contract related to their business activity, where the content of the contract indicates that it is not of a professional nature for that Entrepreneur, in particular due to the subject of their business activity.

B2B Terms and Conditions – these B2B Terms and Conditions.

B2B Store – the online store operated by the Seller at: b2b.mrcook.pl.

Seller / Service Provider – Mr Cook Corp. Sp. z o.o., with its registered office in Katowice, 40-761 Katowice, ul. Panewnicka 87, KRS No. 0000935998, NIP: 6342932974, REGON: 380634629.

Goods – means a product presented by the Seller on the Store’s website for the purpose of concluding a Sales Contract.

Durable Medium – means a material or tool that enables the Client or the Seller to store information addressed personally to them, in a manner allowing access to such information in the future for a period adequate to the purposes served by that information, and that allows the reproduction of the stored information in an unchanged form, including an email message.

Sales Contract – means a contract of sale, including a distance sales contract, concluded between the Seller and the Buyer in accordance with the applicable law and these B2B Terms and Conditions.

Service – means a service provided to the Client free of charge by the Service Provider electronically, in accordance with Article 2(4) of the Act of 18 July 2002 on the provision of electronic services (Journal of Laws No. 144, item 1204, as amended), enabling or facilitating the selection and purchase of Goods from the Seller.

Order – means an offer to conclude a Sales Contract sent by the Client to the Seller for the purpose of purchasing Goods.

§ 2

CONTACT WITH THE SELLER

1. Postal address: 40-761 Katowice, ul. Panewnicka 87, Poland

2. Email address: info@mrcook.pl

3. Telephone: +48 32 250 11 88

§ 3

TECHNICAL REQUIREMENTS

1. For the proper functioning of the Store, the following are required:
- a device with Internet access,
- a web browser supporting JavaScript and cookies.
2. In order to place an Order in the Store, in addition to the requirements set out in paragraph 1, an active email account is necessary.

3. It is recommended to use appropriate technical safeguards, in particular antivirus software, which minimises the risk of unauthorised access to and modification of Client data by third parties.

4. The Seller respects the right to privacy and ensures data security. For this purpose, a secure communication encryption protocol (SSL) is used.

§ 4.

USE OF THE B2B STORE

USER ACCOUNT AND OTHER FREE SERVICES

To use the Online Store, including making purchases in the Store, it is necessary to create a User Account.
The User Account provides the Client with additional functionalities, such as viewing the history of Orders placed in the Store, checking the status of an Order, downloading invoices, viewing outstanding invoice balances, downloading quality certificates and product specifications referred to in § 5 point II paragraph 15 of these B2B Terms and Conditions, and editing Client data.
To create an Account, the Client must complete the appropriate electronic registration form available in the B2B Store, providing the data required by the Service Provider, including personal data: first and last name, tax identification number (NIP), email address (which will serve as the login), telephone number, business address, and delivery address for Order fulfilment. The Client may update their email address provided in the registration form.
During the registration process, the User independently creates and enters a Login and Password, which may later be changed from within the Account. Registration of the Account also requires the Client to accept (by checking the relevant boxes) these B2B Terms and Conditions and the Privacy Policy. The Client is required to provide all necessary data to enable Account registration.
During registration, the Client may give consent for their personal data to be processed for marketing purposes by ticking the relevant box in the registration form. The Client’s consent to the processing of their personal data for marketing purposes is not a prerequisite for concluding a sales contract or a contract for the electronic provision of the Account service. The Client may withdraw such consent at any time by submitting an appropriate statement to the Seller, including via email to the address indicated in § 2 paragraph 2 of these B2B Terms and Conditions.
After submitting the completed registration form, the Client will promptly receive, to the email address provided in the form, an activation link and subsequently – after verification as referred to in paragraph 7 below – confirmation of Account registration by the Seller. At that moment, a contract for the electronic provision of the Account service is concluded between the Client and the Seller for an indefinite period.
The registration of a Buyer’s Account is subject to verification by the Seller. The Seller reserves the right to refuse Account registration without stating reasons.
The Client may not share the Account with third parties and is responsible for all actions taken using their Account.
The Seller may also provide Clients with other free electronic services, such as:
1. contact form,
2. Newsletter.
The Contact Form service consists of sending a message to the Seller via the form available on the Store’s website.
The Newsletter service consists of the Seller sending electronic messages to the Client’s email address containing information about new products, services, promotions, and the Seller’s current price lists.
The service is provided on the basis of the Client’s consent, given in accordance with Article 23 of the Electronic Communications Law of 10 November 2024 and Article 10(2) of the Act of 18 July 2002 on the Provision of Electronic Services.
Upon activation of the subscription confirmation link by the Client, a contract for the electronic provision of the Newsletter service is concluded.
The Client may unsubscribe from the Newsletter at any time by clicking the “Unsubscribe” link included in each message.
Within the scope of using free services, the Client is not entitled to:
1. publish personal data or images of third parties without the consent of the persons concerned,
2. publish content of an advertising or promotional nature.
The Seller may block the Client’s access to the Account or other free services if the Client acts to the detriment of the Seller or other Clients, violates applicable laws or the provisions of these B2B Terms and Conditions, or for security reasons. Blocking access to the Account or free services shall continue for as long as the reason for such blocking exists. The Seller shall notify the Client of the Account or service access block via the email address provided in the registration form or in the Order.
Complaints regarding the functioning of the Account or other free services should be submitted to the email address indicated in § 2 paragraph 2 of these B2B Terms and Conditions.
The Seller shall review the complaint within 14 days of receipt.
Both the Client and the Seller may terminate the agreement for the maintenance of the User Account at any time, without providing reasons, subject to a 7-day notice period, while respecting any rights acquired by the other party before termination.
The Client’s notice of termination of the Account service agreement should be sent to the email or postal address indicated in § 2 of these B2B Terms and Conditions.
The expiry of the binding force of the service agreement, including in particular the Account service, does not affect the validity or content of Sales Contracts concluded by the Client prior to such expiry.
Upon termination of the Account service agreement between the parties, the Client’s Account shall cease to be active and accessible, and all Orders placed by the Client, except for those for which Sales Contracts have already been concluded, shall be cancelled.

§ 5. GENERAL TERMS OF SALE

General Provisions

The General Terms of Sale (hereinafter referred to as the GTS) constitute an integral part of the B2B Terms and Conditions and have been prepared pursuant to Article 384 §1 of the Civil Code.
The GTS apply to all sales contracts concluded between Mr Cook Corp. Sp. z o.o., with its registered office in Katowice (KRS: 0000935998, District Court Katowice–Wschód, Share capital: PLN 50,000, fully paid up), and any buyer purchasing goods for the purposes of, or in connection with, its business or professional activity, whether such contracts are concluded via the Online Store or outside of it (e.g. by email or in writing). In the event of discrepancies between the provisions of the GTS and an individual agreement, the provisions of the agreement shall prevail.
The GTS, as an integral part of the B2B Terms and Conditions, are published on the Seller’s website b2b.mrcook.pl, which constitutes their availability to the Buyer prior to the conclusion of a Sales Contract. The Buyer has the right to download, copy, and store the B2B Terms and Conditions together with the GTS from the Seller’s website.
These GTS shall be regarded as an objection to any general terms and conditions of purchase established by the Buyer.
Placing an order by the Buyer via the website b2b.mrcook.pl constitutes acceptance of these B2B Terms and Conditions, including the GTS contained therein.
The Parties may, in a contract concluded in at least documentary form, amend, exclude, or limit specific provisions of the GTS. In case of doubt, it shall be assumed that the Parties have not amended, excluded, or limited the GTS.

Orders

The full range of goods available for sale is presented on the Seller’s website: b2b.mrcook.pl.
Announcements, advertisements, price lists, and other information available in the B2B Store shall not be considered offers but invitations to treat. They also do not constitute representations or warranties by the Seller. Photos and descriptions of Goods displayed in the B2B Store serve illustrative purposes only, enabling the Client to form a general understanding of the characteristics, appearance, and performance parameters of the Goods. The appearance of Goods in the Store’s photos may slightly differ from the actual delivered products. The foregoing does not apply to technical specifications and markings explicitly provided in the Store.
A sales contract between the Seller and the Buyer is based on the submission of an Order by the Buyer via the B2B Store, by email, or in person at the Seller’s registered office, and confirmation of acceptance of the Order by the Seller.
In the B2B Store, the Client may select the quantity of Products to add to the Order, and the selected Products are placed in the Client’s “cart.” Delivery costs are added to the Order value. To complete the Order, the Client must select a delivery address and click the “Send Order” icon displayed in the Store.
Sending an Order by the Client constitutes an offer to conclude a sales contract for the Goods listed therein at the prices indicated.
The Order fulfilment period is five (5) Business Days for Goods available in the Seller’s warehouse. In other cases, the Client shall be informed of the expected delivery date within two (2) Business Days of placing the Order. The fulfilment period may be extended if the Order cannot be completed within the initially indicated timeframe for reasons beyond the Seller’s control.
The Buyer is required to indicate in the Order:
– product number in accordance with the Seller’s offer, including the variant weight,
– exact product name,
– quantity ordered,
– unit price,
– full delivery address (street, building number, postal code, city),
– contact person and contact details at the place of delivery,
and optionally:
– reference number of the Order,
– expected delivery date.
The Buyer bears the consequences of any incorrect or illegible completion of the Order form.
An Order shall be deemed accepted only after explicit confirmation by the Seller. Lack of confirmation does not constitute acceptance for fulfilment.
Order acceptance is confirmed by an electronic message sent by the Seller to the Buyer’s email address provided in the registration form, or in the B2B portal when the Order status changes to “In Progress.” Cancellation of an Order requires the Seller’s consent, expressed in at least documentary form.
Orders may be rejected if, among others, the Buyer has overdue payments, an exhausted credit limit, a record of late payments, or fails to provide sufficient information necessary for fulfilment.
Sales Contracts shall be executed subject to the Seller’s suppliers fulfilling their obligations. If the Seller does not receive Goods from its Supplier in due time, it must inform the Buyer within three (3) Business Days. The Buyer may, within three (3) Business Days of receiving such notice, agree to a new delivery date. Such consent must be submitted in writing or by email.
If the Buyer fails to give consent within the period specified in paragraph 12 above, the Seller may withdraw from the contract. The Seller’s declaration of withdrawal may be made in writing or electronically (via email) within 30 days following the expiry of the Buyer’s response period. The declaration shall be deemed received on the date it is sent via email by the Seller.
Goods are sold with labels in the language shown in the product photo. If the Buyer is located outside Poland, it is their responsibility to ensure compliance with local labelling requirements. The Seller may print labels in a mutually agreed language, subject to individual arrangements regarding price, lead time, and design costs.
The Seller provides logged-in users or Buyers upon request with product specifications available on b2b.mrcook.pl. These are based on quality documentation supplied by the Seller’s suppliers and/or laboratory analyses (own or supplier). The Buyer must assess any risks relevant to its operations (e.g. allergen contamination, microbiological requirements, etc.) considering its business type and scale. The Seller may arrange for control tests before fulfilling an Order, in which case individual arrangements regarding price, lead time, and testing scope shall apply. If test results are already available for a given product, the Seller may share them with the Buyer.

III

Price and Payment

Prices displayed on b2b.mrcook.pl or in the Seller’s offer are net prices and do not include VAT, which shall be added at the statutory rate. Prices exclude delivery costs unless otherwise stated in the offer.
Prices displayed on b2b.mrcook.pl become binding only after the Seller’s Order confirmation as referred to in § 5 point II paragraph 9.
Prices in the B2B Store may be displayed in PLN, EUR, or CZK. The Buyer must make payment in the currency of the Order to the Seller’s designated bank account unless otherwise agreed.
If a product’s availability is not confirmed in the Seller’s warehouse, its price may change proportionally to the Supplier’s price variation. The Seller must notify the Buyer of any price change within three (3) Business Days of receiving the Order. The Buyer may withdraw from the contract within three (3) Business Days of receiving notice of such change. During this period, the Order fulfilment time shall be extended accordingly.
The Seller reserves the right to correct prices resulting from an obvious error, meaning when the displayed price is lower than the market value of the same or a similar product by more than 30%.

Delivery, Transport and Acceptance of Goods

Goods are deemed delivered upon acceptance by the Buyer, which constitutes the date of sale. The date of sale is not equivalent to the transfer of ownership, which is governed by section VII of these GTS.
Delivery shall be made under one of the following Incoterms 2020 conditions:
– FCA (Free Carrier), or
– DAP (Delivered At Place),
as selected by the Buyer, unless the offer specifies that only one option is available.
For deliveries within Poland, the Buyer specifies the delivery address when placing the Order. Delivery to other countries and related costs must be confirmed by the Seller.
Transport refers to delivery to the address indicated by the Buyer in the Order. Transport does not include unloading; unloading costs are borne by the Buyer, who must ensure prompt unloading.
Unless otherwise agreed, delivery terms are governed by these GTS. In unregulated matters, Incoterms 2020 and applicable law apply. The Buyer must specify in the Order the person authorised to receive the goods (including their name, surname, and contact number). If the delivery location differs from the Buyer’s address, the name of the entity and delivery address must also be provided. If the Buyer fails to do so, and the delivery document bears a recipient’s signature, the Buyer may not claim that the goods were undelivered or collected by an unauthorised person.
The Buyer or an authorised person confirms receipt of goods by signing the delivery document.
The Buyer or authorised person must inspect the goods upon delivery. In case of discrepancies, damages, or incomplete deliveries, a written complaint protocol must be drawn up during unloading, signed by both the Buyer’s representative and the carrier. Failure to do so results in forfeiture of any claims.
If the Buyer accepts goods without checking their condition or quantity with the carrier or without noting discrepancies, it is presumed that the goods were received in the condition stated in the consignment note and in accordance with the Order. This also applies when goods are collected directly from the Seller’s warehouse.
Upon delivery of the goods to the Buyer, all benefits and risks associated with the goods, including the risk of accidental loss or damage, pass to the Buyer.
If the Buyer changes the delivery address after dispatch, they must cover all related costs, including any additional transport or reservation charges.

Delivery Deadlines

Order fulfilment takes place on Business Days between 8:00 and 15:00.
A delivery deadline shown in the cart is considered met if the goods are dispatched within that period. The Seller is not liable for delays caused by carriers or third parties. Products with a preparation time exceeding five (5) days are made to order, and their prices are confirmed before Order acceptance.
In justified cases, including those referred to in § 5 point II paragraph 4, the delivery deadline may be changed. The Seller shall notify the Buyer of such change immediately via email, in writing, or by phone.
Force majeure events—extraordinary circumstances preventing or hindering fulfilment—extend the delivery period by the duration of the obstacle.
If a prepayment is required, the fulfilment period begins on the date the payment is credited to the Seller’s bank account.

Payment Terms

Unless otherwise agreed, payment is required in advance. The Order shall be processed once the full payment is received in the Seller’s bank account.
The Parties may agree on deferred payment terms if the Client has completed at least three (3) prepaid Orders.
The Seller may, for justified reasons, refuse deferred payment terms.
Payment methods available to the Buyer:
a) standard bank transfer to the Seller’s bank account,

b) cash or card on delivery – if available via the Carrier,

c) cash payment upon personal collection at the Seller’s premises,

d) BLIK code payment upon personal collection at the Seller’s premises.
The date of payment shall be the date funds are credited to the Seller’s bank account.
If the Buyer fails to pay within the invoice due date, the Seller may charge statutory interest for delay at the maximum rate, pursuant to Article 481 §2¹ of the Civil Code.
If the Buyer fails to pay for delivered goods on time, the Seller may suspend fulfilment of subsequent Orders or pending deliveries.
If payment delay exceeds 30 days, the Seller may withdraw from the contract without granting an additional payment deadline. The withdrawal declaration may be submitted within 60 days after the lapse of the 30-day delay. Upon withdrawal, the Buyer must return the received goods at their own cost and compensate the Seller for any damages, including loss or deterioration of goods.
By placing Orders in the Store, the Buyer accepts the use of electronic invoices. The Buyer may withdraw such consent at any time.

VII

Transfer of Ownership

Ownership of the goods transfers to the Buyer upon full payment to Mr Cook Corp. Sp. z o.o.
The Parties may agree otherwise regarding the timing of ownership transfer.

VIII

Receivables Insurance

In order to secure its receivables, Mr Cook Corp. Sp. z o.o. may insure its claims against the Buyer. The Buyer shall then undergo a verification procedure conducted by the Insurer.

Complaints

In the event of any quality non-conformity of the delivered goods with the order placed, the Buyer shall immediately notify Mr Cook Corp. Sp. z o.o. of the non-conformity in writing or by e-mail at: sprzedaz@mrcook.pl, no later than within 7 days from the date of receipt of the goods, under pain of having the quality complaint left unprocessed and the Buyer losing all rights under the warranty for defects. Should the defect become apparent after the lapse of 7 days from receipt, the Buyer is obliged to notify the Seller of its discovery without undue delay, but no later than within 3 days from its detection, and to demonstrate that the defect could not have been detected despite an inspection carried out in the usual manner for goods of that kind, under pain of losing all rights under the warranty. Complaints regarding the quantity of goods shall be made no later than at the time of receipt of the goods.
The complaint submission should include: the Buyer's tax identification number (NIP), a description and/or photographic documentation of the defect, and the Buyer’s request.
The Seller shall be released from any liability if the Buyer was aware of the defect at the time of placing the order, submitting an offer, or confirming the order.
The Buyer is obliged to carry out a quality inspection of the goods immediately upon their acceptance into the warehouse or any other place of storage.
The complaint shall be supported by appropriate documentation, and the Buyer’s claims against the Seller may not exceed the value of the complained goods.
The Seller shall inform the Buyer about the outcome of the complaint within 20 days from the date of its receipt. Failure to respond within this period shall not constitute an automatic acceptance of the complaint.
If the Seller accepts the complaint, the Seller shall, at its discretion, either replace the defective goods or reduce the price. The Buyer shall have no right to make any further claims, particularly those concerning loss of profit.
Handling the complaint in accordance with paragraph 7 excludes the Buyer’s right to pursue any further compensation or damages from the Seller.
Filing a complaint does not entitle the Buyer to withhold payment for the ordered goods, in whole or in part.

Confidentiality Clause

The Parties undertake to keep strictly confidential all confidential information, meaning all information, materials, and documents provided in writing, orally, or in any other form by either Party in connection with or on the occasion of the conclusion of the Agreement, as well as any information constituting a trade secret within the meaning of Article 11(4) of the Polish Act of 16 April 1993 on Combating Unfair Competition (Journal of Laws 2003 No. 153, item 1503, as amended).
Confidential information shall not include information that has been officially disclosed by the Parties to third parties or information the disclosure of which is required by applicable law.
The Parties further undertake to use the information referred to in paragraph 1 solely for the purposes of performing the Agreement and pursuing legitimate claims.

§ 6. Final Provisions

The rules governing the processing and protection of personal data provided by Buyers in connection with their use of services or purchase of goods from Mr Cook Corp. Sp. z o.o. as the Seller are set out in the Privacy and Cookies Policy.
THE PRIVACY AND COOKIES POLICY IS AVAILABLE HERE.
If any provision of the B2B Regulations is deemed invalid or ineffective, such invalidity or ineffectiveness shall not affect the validity or effectiveness of the remaining provisions. The Service Provider shall make every effort to replace the invalid or ineffective provision with a new, legally valid one.
The governing law for Sales Agreements and agreements for the provision of free-of-charge Services shall be Polish law.
Any disputes arising from Sales Agreements concluded between the Parties (including after their termination, expiration, or withdrawal) as well as from orders placed by the Buyer that did not result in the conclusion of a contract shall be resolved by a common court having territorial jurisdiction over the registered office of Mr Cook Corp. Sp. z o.o.
For all matters not regulated herein, the relevant provisions of Polish law shall apply.
These B2B Regulations shall enter into force on 10 November 2024.
The Seller reserves the right to amend these B2B Regulations. All orders accepted by the Seller for execution prior to the effective date of the new B2B Regulations shall be carried out under the terms of the B2B Regulations (including the General Terms of Sale) in force on the date the order was placed by the Client. Amendments to the B2B Regulations shall take effect 7 days after their publication on the B2B Store website.

B2B TERMS AND CONDITIONS OF THE ONLINE STORE b2b.mrcook.pl (B2B STORE)

B2B TERMS AND CONDITIONS
OF THE ONLINE STORE b2b.mrcook.pl (B2B STORE)