Terms for business customers
Version 1.0 of 14.11.2026. Applicable from 14.11.2026. In the event of discrepancies between language versions, the Polish version prevails.
1. Scope
- These Terms (the “B2B Terms”) govern sales of Goods by Callance Sp. z o.o., ul. Jana Pawła II 27, 00-867 Warsaw, Poland, KRS 0000986258, VAT ID PL5273014073, REGON 522776736, share capital PLN 25,000.00 (the “Seller”) via the online shops callance.pl and callance.eu in all language versions (the “Shop”), as well as orders placed by e-mail, telephone or otherwise, unless the parties have agreed different terms in writing.
- The B2B Terms apply exclusively to contracts with entrepreneurs, legal persons and organisational units purchasing Goods for their trade, business or profession (the “Buyer”).
- The B2B Terms do not apply to consumers. By placing an order as a business, the Buyer declares that it purchases for its business or professional purposes and that the person placing the order is authorised to do so. The Buyer is liable for any damage resulting from an untrue declaration, including VAT differences.
- The Buyer’s general terms of purchase do not bind the Seller even if the Seller has not expressly objected to them.
- The B2B Terms are available in the Shop in a form allowing download and storage and are attached to the order confirmation.
2. Conclusion of contract
- Product information, price lists and catalogues are an invitation to make an offer.
- An order placed with the button “Order with obligation to pay” or otherwise constitutes the Buyer’s offer.
- The contract is concluded when the Seller sends an e-mail confirming acceptance of the order for processing, or when the Goods are dispatched, whichever occurs first. The automatic acknowledgement of receipt is not acceptance.
- The Seller may refuse an order without giving reasons; any payments received will be refunded.
- In the event of an obvious error in price, description or availability, including one discovered after conclusion of the contract, the Seller may withdraw from the contract within 14 days of its conclusion by refunding payments received. The Buyer has no claim for damages in this respect.
- A shipping quote request (“Request a shipping quote”) creates no obligation to pay. The Seller’s quote is valid for 5 Business days; the contract is concluded after the Buyer accepts it with the button “Order with obligation to pay” and the Seller confirms it.
- The parties exclude Article 66¹ §1 and §2 of the Polish Civil Code.
3. Goods, condition and technical information
- The Seller offers new, used, returned and damaged or non-working Goods, including Goods from auctions, warehouse liquidations and insolvencies. The condition stated on the product page is the sole agreement of the parties as to quality.
- Technical data, datasheets, compatibility information and photos originate from manufacturers or documentation provided to the Seller and are for information only. They do not constitute a guarantee of characteristics or approval of a particular use. The Seller is not responsible for selecting Goods for the Buyer’s installation, including compatibility of inverters, energy storage systems, batteries, BMS and wallboxes.
- Damaged or non-working Goods are sold “as is”, for parts, repair or recovery. The Buyer acknowledges that they may not work, may not meet safety requirements and may require repair by a qualified person before use.
- The Buyer ensures that installation, connection, commissioning and operation of the Goods, in particular inverters, energy storage systems, lithium batteries and wallboxes, are carried out by qualified and authorised persons in accordance with the manufacturer’s instructions, standards and the law of the place of installation, including grid operator requirements.
- A Buyer who resells the Goods is responsible for complying with information and product safety obligations in the country of resale.
4. Prices and taxes
- Prices for Buyers are net prices. VAT at the applicable rate and delivery costs are added.
- A Buyer from another EU Member State with a valid VAT ID confirmed in VIES at the time of the order purchases at 0% VAT as an intra-Community supply, provided the Goods are transported from Poland to another Member State. Otherwise VAT is charged in accordance with the applicable rules.
- For intra-Community supplies, the Buyer shall, at the Seller’s request and within 7 days of receipt of the Goods, provide a signed confirmation of receipt in the Member State of destination. Where the Buyer collects the Goods or arranges transport, it undertakes to transport them out of Poland and to provide transport documents (e.g. CMR) and a confirmation of receipt.
- If the Buyer fails to provide these documents or the Goods are not transported out of Poland, the Seller may issue a corrective invoice with Polish VAT and the Buyer shall pay the difference together with interest, costs and any tax arrears of the Seller within 7 days of a request.
- For deliveries outside the EU prices exclude VAT. Customs duties, import taxes, clearance costs and permits in the country of destination are borne by the Buyer, who provides proof of export.
- Invoices are issued electronically: for Polish Buyers via the National e-Invoicing System (KSeF), for other Buyers by e-mail.
5. Payment
- Unless otherwise agreed in writing, the Buyer pays in advance: by bank transfer within 3 Business days of conclusion of the contract, by card or via PayPal. Goods are not dispatched until full payment has been credited.
- Payment terms may be granted individually, subject to credit assessment or credit insurance.
- The date of payment is the date the Seller’s account is credited. Bank and currency conversion charges on the Buyer’s side are borne by the Buyer.
- In the event of late payment the Seller is entitled to statutory interest for late payment in commercial transactions and compensation for recovery costs under Directive 2011/7/EU as implemented in Polish law.
- If the Buyer fails to pay on time, the Seller may withdraw from the contract without setting an additional period within 30 days after the payment deadline or suspend other orders of the Buyer.
- The Buyer may not set off its claims against the Seller’s claims or assign claims against the Seller without the Seller’s written consent.
6. Delivery, passing of risk and inspection
- Dispatch and delivery dates are indicative unless confirmed in writing as binding. Delay does not entitle the Buyer to damages; the Buyer may withdraw from the contract after an additional period of at least 14 days set in writing has expired without delivery. 1a. Deliveries to Buyers outside Poland are made FCA Osielsko (Incoterms® 2020), also where the Seller arranges transport on the Buyer’s behalf; transport costs are then invoiced separately and the carrier acts for the Buyer.
- Benefits, burdens and the risk of accidental loss or damage pass to the Buyer when the Goods are handed over to the first carrier or forwarder, or upon collection at the Osielsko warehouse, even if the Seller bears the transport costs.
- The Buyer must inspect the delivery in the presence of the carrier. External damage, shortages or damaged packaging must be recorded in a damage report with the carrier or on the consignment note/CMR and notified to the Seller within 2 Business days. Acceptance without reservation confirms the correct quantity and the absence of visible damage.
- For pallet deliveries the Buyer ensures unloading facilities (forklift, ramp or sufficient staff) unless a service with unloading was ordered. Costs of failed delivery, re-delivery, storage or return of the consignment for reasons attributable to the Buyer are borne by the Buyer.
- If the Buyer does not collect the Goods by the agreed date, the Seller may charge a storage fee of EUR 5 net per pallet per day after 14 days and, after a further 30 days, withdraw from the contract and retain from the price paid an amount covering its costs.
- Lithium batteries are shipped as dangerous goods under ADR/IATA (UN3480/UN3481). A Buyer arranging its own transport is responsible for compliance with these rules.
7. Retention of title
- The Goods remain the Seller’s property until the full price and all amounts due under the contract have been paid.
- Until then the Buyer may resell the Goods only in the ordinary course of business. The Buyer hereby assigns to the Seller, up to the amount of the unpaid price, its claims from such resale; the Seller accepts this assignment.
- The Buyer shall inform the Seller without delay of any seizure of the Goods by third parties or of insolvency or restructuring proceedings.
8. Exclusion of statutory warranty and quality liability
- Pursuant to Article 558 §1 of the Polish Civil Code, the Seller’s statutory warranty (rękojmia) for physical and legal defects is excluded in full.
- Instead, for new Goods the Seller assumes limited liability for defects existing when risk passed, provided the Buyer notifies the defect in writing or by e-mail: – visible defects and incompleteness – within 7 days of delivery, – hidden defects – without delay after discovery, but no later than 12 months after delivery.
- If such a notification is justified, the Seller will, at its option, repair the Goods, replace them, reduce the price or refund the price against return of the Goods. Any other claims for defects, including costs of removal, reinstallation, installer call-outs, transport to a place other than the place of delivery and downtime, are excluded.
- Used, returned, damaged or non-working Goods are sold without any liability for defects and without clauses 8.2–8.3, except for non-conformity with the description of condition on the product page (e.g. delivery of a different model), which the Buyer must notify within 3 Business days of delivery.
- If the manufacturer provides a guarantee, the Seller passes on the guarantee documents in its possession and, on request, supports contact with the guarantor. The Seller is not the guarantor and is not responsible for a manufacturer’s refusal to honour a guarantee, in particular for Goods from auctions, insolvencies or outside authorised distribution.
- A defect notification must state the order number, serial number, description of the defect and documentation (photos, inverter/BMS logs, measurement report). The Seller may require the Goods to be sent for inspection at the Buyer’s expense; if the notification proves justified, the Seller reimburses reasonable shipping costs.
- The Buyer may not withhold payment because of a defect notification.
- The exclusions and limitations in this clause do not apply if the Seller fraudulently concealed the defect.
9. Limitation of liability
- The Seller’s total liability under or in connection with the contract, on whatever legal basis, is limited to the net price of the Goods to which the claim relates.
- The Seller is not liable for loss of profit, loss of energy production, loss of subsidies or feed-in payments, contractual penalties paid by the Buyer to its customers, downtime, loss of data or indirect and consequential damage.
- The Seller is not liable for damage resulting from improper installation, selection, storage, transport or operation, modification of the Goods or use of damaged or non-working Goods without repair by a qualified person.
- The limitations in clauses 9.1–9.3 do not apply to damage caused intentionally, to personal injury, or to liability that cannot be excluded under mandatory law, including product liability.
- The Buyer’s claims against the Seller become time-barred 12 months after delivery of the Goods unless mandatory law provides otherwise.
10. No right of withdrawal; commercial returns
- The Buyer has no right of withdrawal from distance contracts. Consumer withdrawal rules do not apply.
- The Seller may, at its sole discretion and subject to prior written agreement, accept the return of new, unused Goods in their original undamaged packaging notified within 14 days of delivery. The Seller then charges a handling fee of 20% of the net price, at least EUR 25, and the Buyer bears the cost of return transport.
- Used, returned, damaged, non-working, custom-made and specially ordered Goods are excluded from commercial returns.
11. Batteries, waste equipment and packaging
- A Buyer who is an end user may hand over waste batteries and waste electrical equipment to the Seller to the extent and under the conditions required by mandatory law. Transport costs to the place designated by the Seller are borne by the Buyer unless the law provides otherwise.
- A Buyer established outside Poland declares that it purchases the Goods for resale or for installation for its customers and not as an end user, and that, as the entity making the Goods available for the first time on the market of the country of its establishment or of delivery, it performs at its own cost all producer obligations under the rules on batteries (including Regulation (EU) 2023/1542), waste electrical and electronic equipment and packaging in that country, including registration and reporting obligations.
- A Buyer established outside Poland that purchases as an end user must notify the Seller before placing the order. The Seller may then refuse the order or fulfil it only by collection in Osielsko.
- The Buyer indemnifies the Seller against all costs, fees and penalties imposed on the Seller as a result of a breach of clauses 11.2 or 11.3.
12. Export control and sanctions
- The Buyer shall comply with EU export control rules and restrictive measures, including Council Regulations (EU) No 833/2014 and No 765/2006.
- The Buyer shall not sell, export or re-export the Goods, directly or indirectly, to the Russian Federation or Belarus or for use in those countries (“No Russia / No Belarus” clause under Article 12g of Regulation 833/2014 and Article 8g of Regulation 765/2006), and shall impose the same obligation on its customers.
- In the event of a breach of clause 12.2 the Seller may withdraw from or terminate the contract with immediate effect, and the Buyer shall pay a contractual penalty of 100% of the net price of the Goods concerned, without prejudice to damages exceeding the penalty.
- The Seller may suspend an order until it receives an end-user statement where justified by the nature of the Goods or the country of destination.
13. Force majeure
The Seller is not liable for non-performance or delayed performance caused by force majeure, including events affecting carriers, restrictions on the transport of dangerous goods, acts of authorities, sanctions, armed conflicts, pandemics, grid failures and strikes. If the impediment lasts longer than 60 days, either party may withdraw from the unperformed part of the contract.
14. Personal data
- The Seller processes personal data of the Buyer’s representatives and contact persons in accordance with the Privacy Policy.
- The Buyer shall inform its employees and associates whose data it provides to the Seller of the Privacy Policy.
15. Governing law and jurisdiction
- Contracts under the B2B Terms are governed by Polish law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.
- The courts competent for the Seller’s registered office (Warsaw, Poland) have exclusive jurisdiction. The Seller may also sue the Buyer in the courts of the Buyer’s registered office.
- In the event of discrepancies between language versions, the Polish version prevails.
16. Final provisions
- The Seller may amend the B2B Terms at any time. Each contract is governed by the version accepted when the order was placed.
- If any provision is invalid, the remaining provisions remain in force; the invalid provision is replaced by a valid provision closest to its economic purpose.
- Amendments to and withdrawal from the contract require documentary form (e-mail) unless these Terms provide otherwise.