B2B GENERAL TERMS AND CONDITIONS OF SALE

CAZO Sp. z o.o.
Rakowska 1, 42-208 Częstochowa, Poland
VAT ID: PL5732851987
Brand: CAZO Design for Pets
Effective date: 10 January 2026
Version: 2026.01

These B2B General Terms and Conditions of Sale apply to all offers, orders and sales of CAZO Sp. z o.o. to business customers and form an integral part of the contractual relationship, unless otherwise agreed in writing.

GENERAL TERMS AND CONDITIONS OF SALE (B2B)

These General Terms and Conditions of Sale (the “GTC”) apply exclusively to business-to-business transactions.

1. Scope of application

1.1. These GTC apply to all offers, sales and deliveries of goods by CAZO Sp. z o.o. (the “Seller”) to entrepreneurs, companies and other professional entities (the “Buyer”).
1.2. Any terms and conditions of the Buyer, including purchasing terms, shall not apply, even if the Seller does not expressly object to them, unless the Seller has expressly accepted them in writing.
1.3. Any individual agreement with the Buyer shall be binding only if it is confirmed in writing by the Seller, and such individual written agreement shall prevail over these GTC to the extent of any inconsistency.
1.4. By submitting an order to the Seller, the Buyer confirms that it has read, understood and accepts these GTC.

2. Catalogue, product information and intellectual property

2.1. Catalogues, price lists, product descriptions, photographs, renderings, drawings and any other marketing or informational materials provided by the Seller are for information purposes only and do not constitute an offer.
2.2. The Seller reserves the right to make changes to product design, materials, colour shades, technical details, dimensions and packaging, provided that such changes do not materially reduce the intended use of the product and are reasonable for the Buyer.
2.3. Colours and appearance shown in printed materials or on screens may differ from the final product due to printing and display technology, and such differences shall not constitute a defect.
2.4. All intellectual property rights in the catalogue and all materials (including photographs, texts, designs, trademarks and logos) belong to CAZO Sp. z o.o. and/or the respective rights holders. Any reproduction, distribution or other use of these materials without the Seller’s prior written consent is prohibited.

3. Orders and conclusion of contract

3.1. Orders shall be placed by the Buyer by sending a completed “order form” by e-mail to the Seller.
3.2. An order submitted by the Buyer constitutes the Buyer’s binding offer to purchase. A sales contract is concluded only when the Seller issues a written order confirmation or when the Seller commences performance or dispatch, whichever occurs first.
3.3. The Seller shall accept an order without undue delay, but no later than within seven (7) days from the Seller’s receipt of the order.
3.4. Any statements or agreements made orally or by telephone shall not be binding unless confirmed in writing by the Seller.
3.5. The Seller may refuse an order in particular if the Buyer is in payment default, if there are reasonable concerns as to the Buyer’s solvency, or if performance would be unreasonable due to circumstances beyond the Seller’s control.

4. Prices, taxes, currency and obvious errors

4.1. Unless expressly agreed otherwise in writing, all prices are net prices and do not include VAT or any other taxes. VAT and any applicable taxes shall be charged according to applicable law and the relevant sales document.
4.2. Customs duties, import charges, local fees, environmental fees, registrations, reporting costs and any similar charges in the Buyer’s country are borne by the Buyer unless expressly agreed otherwise in writing.
4.3. Prices and product availability are subject to the Seller’s final confirmation.
4.4. The Seller reserves the right to correct obvious errors, including typographical and calculation errors, in offers, catalogues, price lists, order confirmations and invoices.

5. Payment terms

5.1. The first three (3) orders are fulfilled exclusively on the basis of one hundred percent (100%) prepayment, unless the Seller expressly agrees otherwise in writing.
5.2. After completion of the first three (3) orders, payment terms may be agreed individually, provided that such terms are recorded in writing.
5.3. Payment is deemed made only when the funds are finally credited to the Seller’s bank account.
5.4. If the Buyer is in arrears with any payment, the Seller is entitled to suspend performance, including dispatch and delivery of goods, until all due amounts have been fully paid.
5.5. The Buyer may set off or withhold payments only against claims that are undisputed or finally adjudicated, unless mandatory law provides otherwise.

6. Delivery times, partial deliveries and non-availability

6.1. Any delivery times stated by the Seller are estimates unless the Seller has expressly confirmed them in writing as binding.
6.2. A delivery time is deemed met if, before its expiry, the goods have left the Seller’s warehouse or the Seller has notified the Buyer that the goods are ready for collection or dispatch.
6.3. The Seller is entitled to make partial deliveries if this is reasonable for the Buyer and justified by production or logistics.
6.4. If delivery is delayed due to circumstances beyond the Seller’s control, including supply-chain disruptions, raw material shortages, carrier delays, strikes, administrative measures or force majeure, the Seller shall inform the Buyer and provide an updated estimated delivery date.
6.5. If performance becomes impossible or unreasonable within a reasonable time due to such circumstances, the Seller may withdraw from the contract in whole or in part, and any payments received for the non-performed part shall be refunded.

7. Delivery terms (Incoterms®) and transfer of risk

7.1. Unless otherwise agreed in writing, delivery is made EXW Częstochowa (Rakowska 1, 42-208 Częstochowa, Poland) – Incoterms® 2020.
7.2. Under EXW, the Buyer bears all costs and risks related to collection, loading, transport, export and import formalities, customs clearance, duties, taxes, and any approvals and formalities required in the country of destination.
7.3. Risk of loss of or damage to the goods passes to the Buyer when the goods are made available to the Buyer at the Seller’s warehouse at the agreed time in accordance with EXW.

8. Packaging, pallets, load unit preparation and vacuum packing

8.1. Unless otherwise agreed in writing, the Seller prepares goods for dispatch in a manner customary in trade and suitable for the chosen mode of transport.
8.2. As a standard practice, goods are released on single-use EUR pallets (Euro pallets). No separate pallet fee is charged for such single-use EUR pallets.
8.3. Depending on the mode of transport and loading requirements, the Seller may prepare pallet loads up to an overall height of approximately two hundred centimetres (200 cm) or up to an overall height of approximately two hundred and thirty-five centimetres (235 cm).
8.4. Where technically possible and appropriate for a given product, the Seller packs products using vacuum packing in order to reduce the shipment volume. The Buyer acknowledges that vacuum packing may influence the appearance of packaging and the temporary shape of soft materials, and this shall not constitute a defect provided that the product returns to its intended form after unpacking and normal use within a reasonable time.

9. Transport arrangement and insurance

9.1. At the Buyer’s request, the Seller may arrange transport; however, such transport is arranged at the Buyer’s cost. Arranging transport by the Seller does not change the agreed Incoterms rule or the moment of transfer of risk.
9.2. At the Buyer’s request, the Seller may arrange additional transport insurance; however, such insurance is arranged exclusively at the Buyer’s cost and does not change the agreed Incoterms rule or the moment of transfer of risk.

10. Failure to collect, storage and additional costs

10.1. If the Buyer fails to collect the goods despite notification that the goods are ready for collection, the Seller may, after thirty (30) days from such notification, charge the Buyer for storage and any other costs resulting from the failure to collect, including handling, re-handling and administrative costs, in accordance with the Seller’s applicable rates.
10.2. The Seller remains entitled to demand performance and payment. After granting the Buyer a reasonable additional deadline, the Seller may withdraw from the contract and dispose of the goods otherwise, without prejudice to any claims for damages or costs to the extent permitted by applicable law.
10.3. Risk remains with the Buyer from the moment the goods are made available for collection under EXW.

11. Inspection, acceptance obligation for minor defects, and notice of defects (B2B)

11.1. The Buyer shall inspect the goods without undue delay after collection or receipt.
11.2. The Buyer shall not refuse acceptance of the goods due to minor defects that do not materially affect the intended use of the goods, without prejudice to the Buyer’s rights under applicable warranty provisions.
11.3. Notices of defects or non-conformity that are detectable upon receipt or inspection (“apparent defects”) shall be submitted to the Seller in writing within seven (7) business days from collection or receipt. If the Buyer fails to comply with this deadline, the Buyer’s rights in respect of such apparent defects are forfeited to the extent permitted by applicable law.
11.4. In the event of transport damage, the Buyer shall document the damage at the time of receipt, including by making an appropriate notation on the delivery or transport document where applicable, and shall provide the Seller with photographic documentation without undue delay.

12. Warranty and limitation period (B2B)

12.1. Subject to mandatory provisions of law, the Buyer’s claims related to defects of the goods become time-barred after one (1) year from delivery or collection.
12.2. Where the Seller is legally obliged to provide a remedy for a defect, the Seller may, at its discretion and within the limits of applicable law, remedy the defect by repair or replacement or provide another legally available remedy.

13. Creditworthiness, security and advance payment

13.1. If, after conclusion of the contract, the Seller becomes aware of circumstances that materially reduce the Buyer’s creditworthiness or indicate a risk of non-payment, the Seller is entitled to suspend performance and to demand, at the Seller’s discretion, adequate security or advance payment for deliveries already agreed but not yet performed.
13.2. If the Buyer fails to provide the requested security or advance payment within a reasonable period set by the Seller, the Seller may withdraw from the contract in whole or in part, without prejudice to any other rights and claims permitted by applicable law.

14. Liability

14.1. The Seller is liable in accordance with applicable law. Nothing in these GTC excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory provisions.
14.2. Any mandatory liability under product liability laws, liability for personal injury and other non-excludable liabilities remain unaffected.

15. Retention of title

15.1. The delivered goods remain the property of the Seller until full payment of all present and future claims arising from the business relationship has been made.
15.2. The Buyer shall store the goods subject to retention of title with due care and shall not pledge them or use them as security.
15.3. The Buyer may resell the goods in the ordinary course of business provided that the Buyer is not in default of payment. In such case, the Buyer hereby assigns to the Seller any receivables arising from such resale to the extent of the Seller’s outstanding claims.
15.4. If the Buyer is in default or breaches these GTC, the Seller is entitled, subject to mandatory law, to request return of the goods subject to retention of title and/or to withdraw from the contract.
15.5. The Buyer shall immediately inform the Seller of any third-party access to the goods, including seizure or attachment, and shall provide all information and assistance necessary to protect the Seller’s rights.

16. Assignment by the Buyer

16.1. The Buyer shall not assign any claims against the Seller without the Seller’s prior written consent, unless mandatory law provides otherwise.

17. Local environmental, packaging, waste and EPR obligations (records/reporting) – Buyer’s responsibility

17.1. The Buyer acknowledges and agrees that the entity purchasing goods from CAZO Sp. z o.o. and placing them on the market of any country, including where applicable the importer, distributor, first placer on the market, brand owner acting as a placer, or any equivalent entity under local law, is solely responsible for complying with all local environmental, packaging and waste-related obligations.
17.2. Without limitation, the Buyer is solely responsible, at its own cost and risk, for any and all obligations relating to packaging, plastics and waste, including extended producer responsibility obligations (EPR/ROP) and any analogous schemes in the destination country, including obligations concerning registration, licensing, authorisations, fees, deposits, take-back obligations, collection and recovery schemes, and eco-modulated fees.
17.3. The Buyer is solely responsible for the preparation, maintenance and submission of all records, registers and documentation required under the laws of the destination country, including without limitation waste records, packaging records, plastic records, material composition records, declarations, reports and periodic filings, including any reporting to public authorities, clearing houses, compliance schemes or similar entities.
17.4. The Buyer shall ensure, at its own cost, that all labelling, markings, language requirements, recycling instructions, consumer information, and any other mandatory product or packaging information required in the destination country are correct and compliant, and the Buyer is solely responsible for the implementation of any local markings or symbols.
17.5. Upon the Seller’s request, the Buyer shall promptly provide reasonable evidence of compliance with the obligations referred to in this Section 17, including registration numbers, confirmations of scheme participation, fee payment confirmations and copies of reports submitted, insofar as such documents exist and may be shared.
17.6. The Buyer shall indemnify and hold harmless CAZO Sp. z o.o. from and against any and all claims, penalties, administrative measures, fines, costs, fees, expenses, losses and liabilities arising out of or related to the Buyer’s failure, or any failure within the Buyer’s distribution chain, to comply with the obligations described in this Section 17.
17.7. For the avoidance of doubt, CAZO Sp. z o.o. is not responsible for, and is not required to register for, pay, report, keep records or otherwise fulfil any packaging, plastics, waste, EPR/ROP or similar obligations in the destination country, unless CAZO Sp. z o.o. expressly agrees otherwise in writing in a specific case.

18. Governing law, jurisdiction and CISG exclusion

18.1. These GTC and all legal relationships involving the Seller are governed by Polish law.
18.2. To the extent permitted by applicable law, the competent court for all disputes arising out of or in connection with the contractual relationship is the District Court (Commercial Division) in Częstochowa, Poland (Sąd Rejonowy, Wydział Gospodarczy w Częstochowie).
18.3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

19. Severability and English language

19.1. If any provision of these GTC is or becomes invalid, the remaining provisions remain in full force and effect.
19.2. These GTC are issued in English only.

20. Late payment interest, reminder fees, collection costs and allocation of payments

20.1. If the Buyer is in arrears with any payment, CAZO Sp. z o.o. is entitled to charge statutory default interest applicable to commercial transactions under Polish law from the due date until the date of full payment.
20.2. In addition to default interest, the Buyer shall reimburse CAZO Sp. z o.o. for all reasonable costs incurred in connection with the collection of overdue receivables, including without limitation debt collection costs, legal fees and court fees, to the extent permitted by applicable law.
20.3. The Buyer shall also pay a reminder fee of EUR 15 for each written payment reminder issued by CAZO Sp. z o.o., in addition to any other amounts permitted by applicable law.
20.4. Any payments made by the Buyer shall be allocated by CAZO Sp. z o.o. first to costs, then to interest, and finally to the principal amount, unless mandatory law provides otherwise.

21. Returns, cancellations and RMA procedure (B2B)

21.1. The Buyer acknowledges that B2B transactions are not subject to consumer withdrawal rights. Any return of goods requires the prior written consent of CAZO Sp. z o.o. and compliance with the return procedure described in this Section 21.
21.2. A return request must be submitted in writing within fourteen (14) days from receipt/collection of the goods. The Buyer acknowledges that, even if the return request is submitted within this period, the return may be accepted only if CAZO Sp. z o.o. issues written approval, and the final decision whether to accept any return remains solely with CAZO Sp. z o.o.
21.3. The Buyer may request a return authorisation by sending a written request to CAZO Sp. z o.o. including the invoice number, product references, quantities, the reason for return and photographic documentation where applicable. CAZO Sp. z o.o. may, at its sole discretion, issue an RMA number and return instructions, or refuse the return request.
21.4. Goods returned without a valid RMA number, returned to an address other than the address indicated by CAZO Sp. z o.o., or returned in breach of the instructions provided by CAZO Sp. z o.o., may be refused and returned to the Buyer at the Buyer’s cost and risk.
21.5. Unless CAZO Sp. z o.o. expressly agrees otherwise in writing, the Buyer shall bear the cost and risk of return transport. The Buyer shall ensure that returned goods are properly packed and protected for transport.
21.6. Returned goods must be unused, complete, and in resalable condition, and must be returned in their original packaging where reasonably possible. CAZO Sp. z o.o. is entitled to inspect returned goods upon receipt and to refuse acceptance or reduce any credit if the condition requirements are not met.
21.7. If CAZO Sp. z o.o. accepts a return that is not based on a defect attributable to CAZO Sp. z o.o., CAZO Sp. z o.o. may charge a restocking and handling fee of fifteen percent (15%) of the net value of the returned goods, and may offset such fee against any credit note.
21.8. Orders for goods that are manufactured to order, customised, made according to the Buyer’s specifications, or clearly marked as non-returnable are not eligible for cancellation or return unless CAZO Sp. z o.o. expressly agrees otherwise in writing.
21.9. In addition, the following goods are not eligible for return unless CAZO Sp. z o.o. expressly agrees otherwise in writing: (i) used goods or goods showing signs of use, (ii) outlet goods and goods sold as final sale, and (iii) complementary feeds, dog treats and snacks for dogs and small animals, to the extent applicable in the Seller’s product range.
21.10. A cancellation request must be submitted in writing. If CAZO Sp. z o.o. agrees to a cancellation after production, picking, or dispatch preparation has commenced, CAZO Sp. z o.o. may charge the Buyer the documented costs incurred and a reasonable handling fee, to the extent permitted by applicable law.

22. Extended retention of title (processing, combination and commingling)

22.1. If goods subject to retention of title are processed, transformed, combined, mixed or commingled with other goods, the Buyer acknowledges that CAZO Sp. z o.o. shall retain its security interest to the maximum extent permitted by applicable law. If a new product is created by processing or transformation, CAZO Sp. z o.o. shall be entitled to co-ownership of the new product in proportion to the invoice value of the goods supplied by CAZO Sp. z o.o. relative to the invoice value of the other processed goods at the time of processing.
22.2. If goods subject to retention of title are combined or mixed with other goods in such a way that CAZO Sp. z o.o.’s goods become an essential component, the Buyer grants CAZO Sp. z o.o. co-ownership rights to the extent permitted by applicable law, proportionate to the invoice values of the combined goods.
22.3. The Buyer shall store goods subject to retention of title separately where reasonably possible and shall clearly identify such goods as the property of CAZO Sp. z o.o. until full payment has been made.
22.4. The Buyer shall, at its own cost, insure goods subject to retention of title against typical risks, including theft, fire and water damage, to the extent customary in trade, and shall provide evidence of such insurance upon CAZO Sp. z o.o.’s request, to the extent such evidence may be shared.
22.5. If the Buyer resells goods subject to retention of title (or products created from such goods) in the ordinary course of business and is not in default, the Buyer hereby assigns to CAZO Sp. z o.o. any receivables arising from such resale up to the amount of CAZO Sp. z o.o.’s outstanding claims. The Buyer shall, upon request, provide CAZO Sp. z o.o. with information necessary to enforce the assigned receivables.
22.6. The Buyer shall immediately inform CAZO Sp. z o.o. if third parties access, seize or attach goods subject to retention of title or receivables assigned to CAZO Sp. z o.o., and the Buyer shall take all reasonable steps to protect CAZO Sp. z o.o.’s rights.

23. Force majeure

23.1. Neither party shall be liable for a failure or delay in performance to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, fire, flood, war, terrorism, civil unrest, strikes, lockouts, epidemics, pandemics, governmental measures, embargoes, disruption of supply chains, shortage of raw materials, interruption of utilities, or transport disruptions (“Force Majeure”).
23.2. During a Force Majeure event, the affected party’s obligations shall be suspended for the duration of the Force Majeure event to the extent affected, and delivery times and deadlines shall be extended accordingly.
23.3. If a Force Majeure event continues for more than sixty (60) days and performance becomes impossible or commercially unreasonable, CAZO Sp. z o.o. shall be entitled to withdraw from the contract in whole or in part, and any payments received for the non-performed part shall be refunded.

For current offers, orders and sales, these B2B General Terms and Conditions of Sale apply in the version indicated above, unless otherwise agreed in writing by CAZO Sp. z o.o.