B2B TERMS AND CONDITIONS OF SALE

heyshappy.com B2B platform — SHAPPY Sp. z o.o.
Version 1.0 · Effective from 6 July 2026

§ 1. General Provisions and Definitions

1. These Terms and Conditions set out the rules of commercial cooperation between SHAPPY Sp. z o.o., with its registered office in Puławy, ul. Marsz. Józefa Piłsudskiego 57, 24-100 Puławy, Poland, VAT ID (NIP) PL7162835589, KRS 0000963087, REGON 521579123 (the"Seller") and businesses using the B2B platform available within the heyshappy.com online store (the "B2B Platform").

2. B2B Customer — an entrepreneur within the meaning of Article 431 of the Polish Civil Code (a sole trader, legal person or organisational unit), as well as an entity of the educational/public sector (e.g. a kindergarten or school) or an interior designer, who has entered into cooperation with the Seller under these Terms.

3. The B2B Platform runs on Shopify technology infrastructure — B2B Customer accounts, logins and company profiles (the Shopify Companies feature) are operated within the Shopify system. To the extent applicable, use of the B2B Platform is additionally subject to the terms and privacy policies of that infrastructure provider.

4. These Terms do not apply to consumers or to sole traders acting with consumer rights. Sales via the B2B Platform are of an exclusively professional (B2B) nature.

5. The Terms are accepted by ticking the checkbox in the B2B account registration form; acceptance is a condition of cooperation.

§ 2. Registration and B2B Customer Account

1. Registration requires providing company details (name, address, VAT ID / EU VAT number), an e-mail address, a phone number and a contact person.

2. Account activation requires manual verification and approval by the Seller. The Seller may refuse activation without giving reasons, in particular where the data raises doubts or the business profile does not match the Seller’s distribution policy.

3. Upon approval, the Seller assigns the B2B Customer a price group, payment methods and commercial terms.

4. The Seller may suspend or delete an account in the event of a breach of these Terms, overdue payments, or inactivity exceeding 12 months.

5. The B2B Customer must keep its company data up to date, including its EU VAT status.

§ 3. Prices and Price Lists

1. Prices on the B2B Platform follow the individually assigned price list: Base B2B Price List (occasional customers, educational/public sector, interior designers), Silver Price List and Gold Price List (regular partners, with discounts off the base list).

2. For B2B Customers with an active EU VAT number, prices are displayed and invoiced net; intra-EU deliveries are settled as intra-Community supplies of goods (0% VAT) subject to statutory conditions.

3. Prices, discounts and commercial terms assigned to the B2B Customer are confidential and may not be disclosed to third parties.

4. The Seller reserves the right to amend price lists and run periodic promotions. Changes do not affect orders already confirmed.
   

§ 4. Orders

1. Orders are placed via the B2B Platform after logging into the B2B Customer account.

2. A sales contract is concluded when the Seller confirms acceptance of the order for processing.

3. The Seller may refuse to process an order in the event of product unavailability, the B2B Customer’s payment arrears, or obvious pricing errors, and will notify the Customer without delay.

4. The customer portal provides access to order history and re-ordering.

§ 5. Payments

1. The default payment method is prepayment (100% of the order value before dispatch).

2. The Seller may individually grant the B2B Customer deferred payment terms (7, 15 or 30 days) visible at checkout. Granting and maintaining deferred terms depends on cooperation history and payment discipline.

3. In the event of late payment, the Seller may charge statutory interest for late payment in commercial transactions, suspend further orders and withdraw deferred payment terms.

4. Invoices are issued electronically and sent to the e-mail address provided at registration.

§ 6. Delivery

1. Shipments are made from the Seller’s warehouse in Poland via carriers designated by the Seller. Delivery costs are set out in the price list or agreed individually.

2. Dispatch times shown for products are indicative. Unless agreed otherwise, the risk of accidental loss of or damage to the goods passes to the B2B Customer upon handover of the goods to the carrier.

3. The B2B Customer must inspect the shipment upon receipt; visible transport damage must be recorded in a damage report with the carrier and notified to the Seller within 3 business days.

§ 7. Dropshipping Model

1. With the Seller’s consent, orders may be fulfilled in the dropshipping model — shipped directly to the B2B Customer’s end customer.

2. In the dropshipping model, the B2B Customer provides complete and correct address details of the end recipient and is responsible for their accuracy. No Seller sales documents showing B2B purchase prices are enclosed with the shipment.

3. The B2B Customer remains the seller vis-à-vis the end customer and handles the end customer’s consumer rights itself (withdrawal, first-line complaints), without prejudice to the B2B Customer’s rights against the Seller under § 8.

4. From the moment a dropshipping order is released for fulfilment, the risk of non-collection of the shipment by the end recipient rests entirely with the B2B Customer. If the shipment is refused, not collected, or returned for reasons not attributable to the Seller, the B2B Customer bears the full transport costs in both directions — the cost of shipping to the end recipient and the cost of the return shipment to the Seller’s warehouse (double shipping cost) — at the rates charged to the Seller by the carrier.

5. The costs referred to in point 4 are added to the current settlements with the B2B Customer (the next invoice or a separate debit note). Returned goods, after inspection of their condition, are taken back into the Seller’s stock; any re-shipment is at the B2B Customer’s expense.

§ 8. Complaints and Liability

1. The parties exclude the Seller’s liability under statutory warranty for defects (Article 558 § 1 of the Polish Civil Code). In its place, the Seller grants the B2B Customer the contractual complaint rights set out in this section.

2. Complaints must be submitted tob2b@heyshappy.com within 14 days of discovering the defect, together with the order number, a description of the defect and photographic documentation.

3. The Seller processes complaints within 14 business days. If a complaint is accepted, the Seller will, at its option, remedy the defect, replace the goods, supply missing components or issue a credit note.

4. The Seller’s liability for damages is limited to the value of the order concerned; liability for lost profits is excluded. These limitations do not apply to damage caused intentionally.

5. Returns of non-defective goods require the Seller’s prior consent. The B2B Customer has no consumer right of withdrawal.

§ 9. Intellectual Property and Sales Rules

1. The Seller grants the B2B Customer a non-exclusive, royalty-free licence to use SHAPPY brand photos, descriptions and materials solely for the resale of SHAPPY products, for the duration of the cooperation.

2. Modifying the materials in a manner damaging the brand image, and using the SHAPPY mark in domain names, marketplace accounts or social media profiles without the Seller’s consent, is prohibited.

3. Selling SHAPPY products on marketplaces (including Amazon, eBay, Allegro, Kaufland, bol.com) is prohibited. Any exception requires the Seller’s prior written consent, granted for a specific platform and account.

4. The licence expires upon termination of cooperation; the B2B Customer removes SHAPPY materials from its channels within 30 days.

§ 10. Personal Data

1. The Seller is the controller of the personal data of persons representing the B2B Customer; details are set out in the Privacy Policy available at heyshappy.com.

2. In the dropshipping model, the B2B Customer is the controller of end customers’ personal data, and the Seller processes such data on its behalf (data processing under Article 28 GDPR) under the rules set out in this section, which the parties treat as a data processing agreement.

3. The processing covers only the data necessary for shipping (the end recipient’s name, delivery address, phone number and e-mail), processed solely for the purpose of fulfilling and handling the order, including returns and complaints, for the time of order fulfilment and the retention periods required by law (accounting and transport documentation).

4. The Seller applies appropriate technical and organisational measures, uses sub-processors only to the extent necessary for shipping (carriers, order management system, hosting), and deletes the data after the above periods. The Seller does not use end customers’ data for its own marketing purposes.

§ 11. Confidentiality

1. The parties keep the commercial terms of cooperation confidential, in particular price lists, discounts and payment terms, for the duration of the cooperation and for 2 years thereafter.

§ 12. Final Provisions

1. The Seller may amend these Terms and will notify B2B Customers by e-mail 14 days in advance. Orders placed before amendments take effect are processed under the previous terms.

2. These Terms are governed by Polish law; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

3. The courts having jurisdiction over the Seller’s registered office are competent for disputes.

4. These Terms are drawn up in Polish and English; in the event of discrepancies, the Polish version prevails.

5. These Terms enter into force on 6 July 2026.