WHOLESALE TERMS AND CONDITIONS

§1. GENERAL PROVISIONS

These Terms and Conditions set out the rules and conditions for the wholesale of cosmetic products offered by Cosibella sp. z o.o. with its registered office in Warsaw, ul. Mineralna 15A, Building D3, 02-274 Warsaw, registered in the District Court in Warsaw, 13th Commercial Division, National Court Register under KRS number 0000832314, NIP: 5223180504, REGON: 385746050, hereinafter referred to as the ‘Seller’.
The Regulations apply to all sales agreements concluded between the Seller and Customers conducting business activity (hereinafter referred to as ‘Contractors’).
These Terms and Conditions shall apply to all transactions concluded between the Contractor and the Seller in all countries available in the registration form: https://cosibella-wholesale.com/en/client-new.html?register&wholesaler=true.
The Terms and Conditions constitute an integral part of every wholesale sales contract. Placing an Order by the Contractor means concluding a sales contract on the terms specified in the Order confirmation and these Terms and Conditions.
By placing an order, the Contractor confirms that they have read and accepted these Terms and Conditions.

§2. DEFINITIONS

Seller – Cosibella sp. z o.o. with its registered office in Warsaw, ul. Mineralna 15A, Building D3, 02-274 Warsaw, conducting business activity in the field of retail and wholesale of cosmetic products.
Contractor – an entity purchasing products offered by the Seller for further resale, which may be:
1. a natural person conducting business activity,
2. a legal person,
3. an organisation unit without legal personality but with legal capacity.
Customer – a natural person, legal person or organisation unit purchasing products from the Contractor for further resale or use within the scope of its business activity.
Products – all cosmetic products offered by the Seller for wholesale.
Wholesale – a transaction in which the Seller offers Products in quantities intended for resale or use in business activities by the Contractor, who makes the purchase for the purpose of further distribution, sale or use in the course of their business activities.
Order – means a declaration of will made by the Contractor via the Sales Platform, by e-mail or in person, containing detailed information about the Products ordered, the method of delivery and the form of payment, constituting an offer to conclude a Sales Agreement with the Seller.
Sales Platform – a website available at https://cosibella-wholesale.com, operated by Cosibella sp. z o.o., through which Contractors can browse the range of Products, submit orders and conclude sales agreements in accordance with the provisions of these Terms and Conditions.
Terms and Conditions – these Terms and Conditions.
Shopping Cart - a feature of the Sales Platform that allows the Contractor to manage the Order, in particular to add and remove Products, select their quantities, and determine the method of delivery and payment. The Shopping Cart is a list of Products selected by the Contractor before placing the Order.

§3. TERMS OF COOPERATION

The condition for commencing wholesale cooperation is the registration of the Contractor on the Sales Platform and acceptance of the Terms and Conditions.
Registration on the Sales Platform is only possible for entities conducting business activity. During the registration process, it is required to provide a Tax Identification Number. The Seller reserves the right to refuse registration if the Tax Identification Number is not provided or if the provided Tax Identification Number raises reasonable doubts as to its correctness.
The Seller also reserves the right to refuse further cooperation or delete the Contractor's account at any time if, before, during or after registration, circumstances arise indicating any irregularities, lack of credibility of the registration data, legal risk or other reasons justifying the termination of cooperation.

§4. ORDERS

The order may be placed by the Contractor:
1. electronically in the form of an e-mail to the following address: contact@cosibella-wholesale.com,
2. on the Sales Platform.
The minimum Order value is EUR 450 net, unless the Parties agree otherwise.
The Agreement is concluded upon confirmation of the Order by the Seller. The submission of an order by the Contractor does not constitute the conclusion of a Sales Agreement and requires prior confirmation by the Seller. The presentation of products on the website does not constitute a commercial offer within the meaning of the Civil Code.
If the ordered Products are unavailable, the Seller shall immediately contact the Contractor to inform them of the situation and determine how to proceed with the Order, in particular the possibility of partial fulfilment, changing the delivery date or cancelling the Order in whole or in part.
After completing the registration process and positive verification, the Contractor's account is activated. Only after the account has been activated is it possible to place Orders.
After completing the registration process and positive verification, the Contractor's account is activated. Only after the account has been activated is it possible to place Orders.
In order to place an Order, the Contractor must:
1. log in to their account on the Sales Platform, select Products and add them to the Shopping Cart,
2. select a payment method from the available options,
3. select a delivery method from the available options,
4. verify the correctness of the data entered and the content of the Order,
5. confirm the Order by clicking the ‘Order with payment obligation’ button, which constitutes a binding offer to conclude the Agreement.
After placing an Order, the Contractor receives an automatic confirmation of its placement at the e-mail address provided during registration or when placing the Order. This confirmation does not constitute acceptance of the Order for execution.
Each Order is subject to verification by the Seller's Customer Service Department. The Seller reserves the right to contact the Contractor if it is necessary to clarify the terms of the Order or if there are problems with its execution (e.g. lack of availability of Products).
The Sales Agreement is concluded upon confirmation by the Seller of the acceptance of the Order for execution. This confirmation is sent to the email address provided by the Contractor during registration or when placing the Order.
The Seller reserves the right to refuse to fulfil the Order in the event of:
1. permanent unavailability of the ordered Products, preventing the fulfilment of the Order within the specified time and scope,
2. discovery of inaccuracies or incompleteness in the Contractor's data necessary for the fulfilment of the Order (in particular: incorrect delivery address, incorrect Tax Identification Number, inconsistency of registration data), as well as the inability to correct them for reasons beyond the Seller's control – in particular in the event of failure to contact the Seller within 5 working days from the moment the Seller attempts to contact the Contractor (by phone or email).
3. failure to make payment within the required time limit,
4. situations where the shipment with Order does not pass customs control for any reason,
5. other justified reasons that prevent the Order from being fulfilled in accordance with the Terms and Conditions.
The parties exclude the possibility of withdrawing from the contract after its conclusion, except in cases specified in §4 point 11 of the Terms and Conditions.

§5. PRICES AND PAYMENT TERMS

Product prices are visible only to logged-in Contractors.
The price of Products is valid at the time the Contractor places an order.
The Seller reserves the right to change prices on the Sales Platform at any time without prior notice to Contractors. This provision also applies to discounts offered by the Seller through marketing channels.
Payment for ordered Products must be made in advance when placing the order.
The Seller does not process orders with cash on delivery payment options.
Payment must be credited to the Seller's account within 7 calendar days of placing the Order. Otherwise, the Order will be cancelled.
The contractor shall bear all fees related to making payments, including bank commissions, international transfer fees and other fees related to the execution of payments.
Available payment methods:
Payment by credit or debit card via a secure online payment system.
Payment by bank transfer to the bank accounts provided by the Seller.
The Seller's bank account number is available at: https://cosibella-wholesale.com/en/terms/payment-methods-351.
In the event of a delay in payment, the Seller reserves the right to:
1. suspend the execution of further Orders until the arrears are settled,
2. pursue the debt through legal channels, including through court proceedings.
Each Party shall be solely responsible for the tax obligations imposed on it under applicable law, including VAT, income, and other local taxes.

§6. DELIVERY AND RECEIPT OF PRODUCTS

Delivery is carried out by a carrier or supplier used by the Seller, selected by the Contractor when placing the Order.
The order processing time depends on the availability of the Products. Orders are shipped within 3–5 business days of payment being credited. The Seller will use reasonable efforts to ensure timely delivery but cannot guarantee specific dates. If delivery is organised by the Contractor on their own, the delivery time may be extended, for which the Seller is not responsible.
Products are delivered to the address provided by the Contractor when placing the Order. The Contractor is responsible for collecting the shipment in person or through a courier of their choice.
Refusal to accept or failure to collect a shipment containing an Order may result in additional costs being charged, including the cost of returning the shipment to the Seller.
In the event of refusal to accept or failure to collect the shipment by the Contractor, despite prior payment for the Order, the Seller reserves the right to deduct the costs of returning the shipment with the Order (in particular the costs of return transport to the Seller) from the amount previously paid. The remaining amount will be refunded to the Contractor within 14 calendar days from the date of receipt of the returned shipment by the Seller.
Delivery costs are covered by the Contractor, unless otherwise agreed in writing.
In accordance with Incoterms 2020:
The risk of damage or loss of the Products shall pass to the Contractor at the moment of handing over the goods to the first carrier (in accordance with Incoterms CPT) or at the moment of personal collection of the shipment by the Contractor.
Insurance of the shipment shall be arranged and paid for by the Contractor.
The Seller shall be responsible for export customs clearance and all related formalities.
The Contractor shall be solely responsible for import customs clearance, customs duties, VAT and other import-related charges. The Seller shall not be liable for any customs duties, taxes or other charges imposed on the Contractor.

§7. COMPLAINTS

The Contractor has the right to lodge a complaint in the event of:
1. physical defects in the Products,
2. non-compliance of the delivered Products with the Order,
3. damage to the Products caused during transport.
Complaints regarding the quantity of Products delivered should be submitted in writing or electronically (by e-mail) within 5 working days of receipt. The Seller undertakes to consider a complaint regarding quantity within 14 working days from the date of its receipt, provided that the complaint contains all the required information listed in §7 point 6.
Complaints regarding the quality of Products may be submitted within 2 years from the date of delivery, subject to the exclusions of liability set out in §7 point 4. The Seller shall consider a quality complaint within 30 working days of its receipt, provided that the complaint contains all the required information listed in §7 point 6.
Complaints regarding the quality of Products, in particular those relating to characteristics such as smell, colour, consistency, delamination or other sensory changes, may be accepted by the Seller only in situations where:
The Product was stored in accordance with the recommendations of the Manufacturer and the Seller, in conditions ensuring protection against harmful external factors such as sunlight, moisture or extreme temperatures.
The Product has not been opened or used, and its expiry date or minimum shelf life indicated on the packaging has not expired.
The complaint was submitted no later than 7 days after the discovery of the irregularity, together with the Product batch number and photographic termsumentation illustrating the reported defects.
Complaints may be submitted by the Contractor in one of the following forms:
1. electronically – by sending an e-mail to: ,
2. in writing – to the correspondence address: ul. Mineralna 15A, Building D3, 02-274 Warsaw,
3. via the complaint form available at: https://cosibella-wholesale.com/en/client-new.html?register&wholesaler=true .
The complaint should contain at least:

Order number,
name of the Product subject to complaint,
detailed description of the defect or irregularity,
photographic termsumentation, if available,
preferred method of complaint handling (e.g. repair, replacement, refund).

In the event of any deficiencies in the complaint, the Seller may ask the Customer to supplement it before proceeding with the complaint.
If the complaint is accepted, the Seller may:
1. replace the Product with one free of defects,
2. reduce the price of the Product,
3. refund the amount paid for the Product subject to complaint.
The Seller reserves the right to refuse to accept a complaint if:
1. the defect was caused by improper use or storage of the Product by the Contractor, in particular in conditions not in accordance with the recommendations of the Manufacturer or the Seller (e.g. exposure to extreme temperatures, moisture, sunlight),
2. the deadline for filing a complaint has expired,
3. the complaint does not contain the required information or termsuments, and these deficiencies have not been remedied within 14 days of the Seller's request to remedy them, the damage occurred after the risk was transferred to the Contractor and is not the fault of the Seller or the carrier.
4. damage to the Product occurred after the risk was transferred to the Contractor and was not caused by the fault of the Seller or the carrier.

§8. LIABILITY

The Seller is not liable for any damage resulting from improper use, storage or application of the Products by the Contractor or third parties, including the Contractor's customers. In particular, the Seller is not liable for indirect damage, lost profits, data or other losses of a financial or non-financial nature, regardless of their cause.
The Seller's liability, regardless of the legal basis of the claim, if found to be justified, shall be limited exclusively to the net value of the Products covered by the complaint or claim.
The Contractor is obliged to provide its Customers with accurate and comprehensive information about all Product characteristics, safety warnings, proper use, date of manufacture, expiry date, minimum shelf life, composition and any other information necessary for Customers to use the products properly and safely. The Seller shall not be liable for the Products sold if the Contractor has failed to fulfil this obligation.

§9. RESTRICTIONS AND PROHIBITIONS

The Contractor undertakes to comply with all applicable laws, industry standards and good practices in relation to the sale of Products purchased from the Seller.
It is prohibited to resell Products after their expiry date or minimum shelf life indicated on the packaging. The Contractor shall bear full responsibility for any violation of this prohibition, including any third-party claims arising from the marketing of expired Products.
Any interference with the packaging of the Products, labels, markings, trademarks and other elements identifying the Product is prohibited without the prior written consent of the Seller. In particular, it is prohibited to:
1. remove, cover or modify information provided by the manufacturer or the Seller,
2. add additional labels or marketing materials that may be misleading as to the origin, properties or intended use of the Product.
It is prohibited to modify, adapt, translate or transform advertising and marketing materials provided by the Seller without its written consent.
The Contractor undertakes to conduct marketing activities in a manner consistent with applicable law, fair competition rules and industry ethics. All promotional activities related to the Seller's Products should correspond to their actual properties and must not mislead consumers or other market participants.

§10. COPYRIGHT, TRADEMARK AND BRAND

The products offered by the Seller may be marked with trademarks, logos, trade names and other identifying elements belonging to third parties, in particular manufacturers or brand owners. All rights to these marks are vested in their owners and are protected by copyright law, industrial property law and international regulations on trademark protection, with the exception of the Hairtry, SkinTra and Hanglow, which are the exclusive property of the Seller and are also protected under applicable law, including trademark, copyright and other intellectual property laws.
The Contractor does not acquire any rights to trademarks, trade names, logos, product descriptions or other graphic or marketing elements appearing on the Products or in promotional materials provided by the Seller, except for the right to use them in a manner consistent with the intended use of the Products and the Terms and Conditions.
The Seller may, at the request of the Contractor, provide the Contractor with selected graphic materials, in particular photographs of the Products, for use in connection with the Contractor's commercial offer. All such materials may only be used to the extent and in the manner previously agreed in writing with the Seller.
The Contractor is not permitted to copy, reproduce or use Product descriptions from the Seller's materials, including its website, without the Seller's prior, express and written consent.
The use of any marketing materials, Product descriptions, photographs, graphics, catalogues or advertising content provided by the Seller, in particular for commercial or promotional purposes, requires the prior, express and written consent of the Seller or, where applicable, the owner of the rights to the material in question.
The Contractor undertakes to respect the intellectual property rights of third parties and not to use trademarks and protected materials in a manner that may infringe those rights or mislead as to the origin of the Products, unless the Parties agree otherwise in writing.
Upon termination of cooperation, the Contractor shall cease to use any graphic, promotional, and marketing materials provided by the Seller, unless the Parties agree otherwise in writing.
Any breach of the above provisions of this paragraph shall result in the Seller exercising its legal remedies, including the right to issue a cease and desist letter. In the event of continued violations, the Seller shall be entitled to claim a contractual penalty from the Contractor in the amount of EUR 50 000 for each commenced week of the violation. The claim for a contractual penalty shall not preclude the possibility of claiming damages in excess of its amount.

§11. FORCE MAJEURE

The Parties shall not be liable for any failure to perform or improper performance of any obligation under these Terms and Conditions to the extent that such failure is a direct result of force majeure.
Force majeure shall be understood as extraordinary, external events that are impossible to predict and prevent, which occur independently of the will of the Parties, in particular: natural disasters (e.g. floods, fires, earthquakes), acts of war, civil unrest, acts of public authorities, states of emergency, pandemics, epidemics, general strikes, interruptions in utility supplies, technical infrastructure failures, supply chain disruptions and other events of a similar nature.
The Party invoking force majeure shall immediately, but no later than within 14 days of its occurrence, notify the other Party of its occurrence, specifying the estimated impact of the event on the performance of its obligations. Failure to notify immediately may result in the loss of the right to invoke force majeure.
The obligation to perform the obligations shall be suspended for the duration of the force majeure event, and the Parties shall take all possible measures to limit the effects of such an event and to resume the performance of the contract as soon as possible.

§12. DISPUTE RESOLUTION

The Parties shall undertake to resolve any disputes arising from the implementation of these Terms and Conditions and agreements concluded on the basis thereof in an amicable manner, respecting the principles of good cooperation.
In the event of a dispute, the Parties shall consider entering into negotiations or using out-of-court forms of dispute resolution.
In the event of a dispute, the Parties shall consider entering into negotiations or using out-of-court forms of dispute resolution.
Any disputes arising from a breach of the provisions of these Terms and Conditions shall be settled by a common court of law having jurisdiction over the Seller's registered office.

§13. PROCESSING OF PERSONAL DATA

The Administrator of personal data of Contractors and persons acting on their behalf (e.g. employees, representatives, proxies) is Cosibella sp. z o.o. with its registered office in Warsaw, ul. Mineralna 15A, Building D3, 02-274 Warsaw, entered in the Register of Entrepreneurs of the National Court Register under number 0000832314, NIP: 5223180504, REGON: 385746050.
Personal data is processed for the purpose of:
1. concluding and performing a sales contract,
2. maintaining the Contractor's account on the Sales Platform,
3. considering complaints, pursuing claims,
4. contacting the Counterparty in matters related to the execution of Orders,
5. fulfilling the legal obligations incumbent on the Seller,
6. direct marketing of its own products and services – based on the legitimate interest of the Seller.
The legal basis for the processing of personal data is:

Article 6(1)(b) of the GDPR – processing necessary for the performance of a contract or in order to take steps prior to entering into a contract,
Article 6(1)(c) of the GDPR – legal obligations incumbent on the controller,
Article 6(1)(f) of the GDPR – legitimate interests pursued by the controller, in particular contact with the Contractor and direct marketing.

Personal data may be disclosed to third parties only to the extent necessary for the performance of the contract, in particular:
1. courier and logistics companies,
IT, accounting and legal service providers,
payment system operators,
other entities authorised by law.
Personal data will be processed for the duration of the cooperation and after its termination – for the period required by law or necessary to pursue or defend claims.
Persons whose data is processed have the right to:
1. access their data,
2. rectify, delete or restrict the processing of their data,
3. object to the processing of their data,
4. transfer their data,
5. lodge a complaint with the relevant data protection Authority, if they consider that the processing violates the provisions of the GDPR.
Providing personal data is voluntary, but necessary for registering an Account and fulfilling Orders. Failure to provide data will prevent the creation of an account on the Sales Platform, the conclusion or performance of the Agreement.
The Seller provides appropriate technical and organizational measures to ensure the security of personal data in accordance with the requirements of the GDPR.

§14. FINAL PROVISIONS

These Terms and Conditions may be amended by the Seller at any time. Amendments shall enter into force on the date of their publication on the Sales Platform or delivery to the Contractor in writing or electronically, via email.
The Seller reserves the right to change prices, delivery terms, and other provisions of the Terms and Conditions without prior notice to the Contractor, provided that such changes shall not apply to contracts concluded (confirmed) prior to the date of their entry into force.
After confirmation of the Order by the Seller, the commercial terms and conditions resulting from the accepted Order and the Terms and Conditions in force on the date of its conclusion shall apply, except in cases where changes have been individually agreed with the Contractor.
The Seller reserves the right to organize promotional campaigns, discount programs, and contests for Contractors. The detailed terms and conditions of participation in such activities, including the rules for granting discounts, prizes, or other benefits, will be specified each time in separate regulations, provided to Contractors or published on the Sales Platform. Participation in such activities is voluntary and requires acceptance of the relevant regulations.
In matters not covered by these Regulations, the relevant provisions of Polish law, in particular the Civil Code, and other relevant provisions of generally applicable law shall apply.
If any provision of these Terms and Conditions proves to be invalid, ineffective, or unenforceable, this shall not affect the validity and effectiveness of the remaining provisions of the Terms and Conditions. In such a case, the Parties undertake to replace the invalid or unenforceable provision with a provision that comes as close as possible to its economic and legal purpose.
The Terms and Conditions form an integral part of the agreements concluded between the Seller and the Contractor and are binding on both Parties from the moment of their acceptance by the Contractor, including implicitly – by placing an order on the Sales Platform.
The Terms and Conditions have been drawn up in English and this version is binding.