Terms of service

LaBalancia B2B Terms of Sale
Version 1.2 · effective from 02.10.2026 · the Polish version is binding

§1. Seller and definitions

1. The Seller is PRZEDSIĘBIORSTWO PRODUKCYJNO-HANDLOWE „ALEXANDRA” MACIEJ KOWALOWSKI, ul. Zielonogórska 3a, 40-710 Katowice, NIP 9542728240, REGON 242606028, entered in CEIDG, trading under the LaBalancia brand (“LaBalancia”). Contact: kontakt@labalancia.com, +48 607 313 131, +48 570 570 505. Warehouse and showroom: CH PTAK – Ptak Fashion City, Pasaż Wschodni nr 5, ul. Rzemieślnicza 35, 95-030 Rzgów.
2. Partner – a business holding a Polish tax identification number (NIP) or an EU VAT number whose application has been approved in accordance with the “Conditions for applying for LaBalancia B2B Partner status”.
3. B2B Store – the labalancia.com website in the area accessible to Partners after logging in.
4. Order – an order placed by a Partner in the B2B Store or submitted via the BaseLinker system.
5. Wholesale Order – an Order delivered to the Partner’s address.
6. Dropshipping Order – an Order delivered directly to the Partner’s customer.
7. Goods – women’s clothing offered in the B2B Store.
8. Balance – an amount credited to the Partner’s account that can be used towards subsequent Orders.

§2. Scope of application

1. These Terms govern exclusively sales between LaBalancia and the Partner, under both the wholesale and the dropshipping model.
2. The B2B Store is intended exclusively for businesses purchasing Goods for resale. By placing an Order, the Partner declares that the contract is of a professional nature for the Partner and is directly related to its business activity.
3. Consumer protection provisions and provisions concerning sole traders with consumer-equivalent rights do not apply to contracts concluded under these Terms.
4. Cooperation with entities that hold neither a NIP number nor an EU VAT number is not covered by these Terms; its conditions are agreed individually.
5. Provisions agreed individually with the Partner in writing or in documentary form take precedence over these Terms.
6. Information in the Partner Guide (labalancia.com/a/guide) and on the other pages of the website is provided for information purposes only. In the event of any discrepancy, these Terms prevail.

§3. Partner account

1. Only a Partner with an active account has access to wholesale prices and may place Orders.
2. The Partner is responsible for keeping its details up to date and for the security of access to its account.
3. LaBalancia may refuse to accept an Order, or suspend or close the account of a Partner who breaches these Terms, has provided false information, has lost its business status or acts to the detriment of the LaBalancia brand.

§4. Orders and conclusion of the contract

1. Orders are placed in the B2B Store or via the BaseLinker system.
2. The contract is concluded when LaBalancia sends confirmation that the Order has been accepted.
3. There is no minimum Order value or quantity – Goods can be ordered from 1 piece.
4. An Order, once placed, cannot be cancelled or changed.
5. LaBalancia may cancel an Order in the cases specified in §5(5), §6(5) and §7.

§5. Prices

1. All prices are net prices; VAT is added at the applicable rate.
2. The 0% VAT rate (intra-Community supply of goods) applies only where the Partner holds a valid EU VAT number active in the VIES system and the Goods are dispatched from Poland to another EU Member State. In all other cases the domestic rate applies.
3. Under the dropshipping model, the Partner pays only the wholesale price — LaBalancia currently charges no additional fee for fulfilling Dropshipping Orders. This is a promotion that LaBalancia may change or end without prior notice; Partners are informed of any change by e-mail. A change does not apply to Orders placed earlier.
4. The price in force at the time the Order is placed is binding. Price changes do not apply to Orders already placed.
5. In the event of an obvious pricing error (in particular a technical or clerical error), LaBalancia may cancel the Order and refund the payment made.
6. The recommended retail price provided by LaBalancia is a recommendation only. The Partner sets its resale prices independently.

§6. Payments

1. Orders are fulfilled once payment has been received (prepayment): by bank transfer or another payment method available when placing the Order.
2. Cash on delivery is available within Poland. A service fee is charged for this option; the amount is displayed when placing the Order.
3. Cash on delivery is not available for shipments sent outside Poland.
4. The Order number must be stated as the transfer reference. Bank account details are provided on the “Contact details” page.
5. An Order not paid within 7 days of being placed is cancelled automatically.
6. If the Partner fails to collect a cash-on-delivery shipment, LaBalancia may charge the Partner the shipping costs in both directions and the service fee and, if this recurs, disable cash on delivery for that Partner.

§7. Availability of Goods

1. Stock levels are updated on an ongoing basis but may change while an Order is being processed.
2. If, after payment has been received, some of the Goods turn out to be unavailable, LaBalancia ships the available Goods and either credits the value of the missing items as Balance or refunds it to the Partner – at LaBalancia’s discretion.

§8. Shipping and delivery

1. Orders are shipped on average within 1 business day of payment being received. Shipping and delivery times are indicative.
2. Shipments are delivered by courier companies cooperating with LaBalancia, in particular DPD, InPost and DHL.
3. The shipping cost is displayed when placing the Order. Indicative rates are given in the Partner Guide.
4. Free shipping within Poland is a promotion that LaBalancia may change or end at any time without prior notice. A change does not apply to Orders placed earlier.
5. The risk of accidental loss of or damage to the Goods passes to the Partner when the shipment is handed over to the carrier, subject to §12(3).
6. A Partner who provides its own shipping label is responsible for its correctness and validity. Any costs resulting from an incorrect or invalid label, including re-shipment, are borne by the Partner.
7. LaBalancia is not liable for any delay in or failure of delivery resulting from an incorrect address provided by the Partner.

§9. Dropshipping

1. Under the dropshipping model, the Partner alone is the seller towards the end customer. LaBalancia is not a party to the contract between the Partner and its customer.
2. The Partner performs all of the seller’s obligations towards its customers, including handling withdrawals from contracts, complaints and consumer returns. Goods returned by the end customer may not be returned to LaBalancia.
3. Dropshipping shipments do not contain any LaBalancia promotional materials, leaflets or invoices.
4. A Partner who offers the Goods under its own brand or designation assumes the manufacturer’s obligations arising from that designation, in particular under Regulation (EU) 2023/988 on general product safety (GPSR) and the rules on the labelling of textile products.

§10. Entrustment of data processing (dropshipping)

1. By submitting a Dropshipping Order, the Partner, as controller, entrusts LaBalancia with processing the personal data of its customers (name, delivery address, telephone number, e-mail address) solely for the purpose of picking, packing and shipping the Order, for the time necessary to fulfil it and to handle any complaint.
2. LaBalancia processes the entrusted data only on the documented instruction of the Partner, which consists in submitting the Order; it ensures the confidentiality of the data and applies appropriate security measures in accordance with Article 32 GDPR.
3. The Partner grants general authorisation for the further sub-processing of the data by carriers and by providers of the IT systems used to handle Orders (in particular Shopify and BaseLinker).
4. LaBalancia assists the Partner in fulfilling its obligations towards data subjects, notifies the Partner without undue delay of any personal data breach and, once fulfilment has been completed, deletes the data unless the law requires its further retention. At the Partner’s request, LaBalancia makes available the information necessary to demonstrate compliance with Article 28 GDPR.

§11. No returns and no right of withdrawal

1. The Partner has no right to withdraw from the contract and no right to return the Goods. This applies to all Orders – wholesale and dropshipping – and to all Goods, including reduced, promotional and campaign Goods.
2. Goods free from defects cannot be returned or exchanged.
3. Goods sent back without LaBalancia’s consent will not be accepted; the cost of sending them back to the Partner is borne by the Partner.

§12. Complaints: defects, shortages and transport damage

1. The Partner inspects the Goods promptly upon receipt.
2. Goods that are defective, damaged or do not meet quality standards, as well as missing items or errors in the Order, must be reported within 7 days of delivery to kontakt@labalancia.com, stating the Order number, a description of the problem and photographs of the Goods and the label. Reports submitted after this deadline will not be considered.
3. Transport damage: if the shipment shows signs of damage, the Partner draws up a damage report in the presence of the courier and reports the damage to LaBalancia on the day of delivery, at the latest within 24 hours. Without a damage report, a complaint concerning transport damage will not be accepted.
4. Where a complaint is justified, LaBalancia covers the cost of returning the defective Goods and provides the Partner with shipping instructions.
5. Once a complaint has been accepted, LaBalancia, in the following order:
   a) replaces the Goods with identical or equivalent Goods, if available;
   b) if replacement is not possible – credits the Partner with Balance equal to the price of the Goods;
   c) in exceptional cases – refunds the price of the Goods to the Partner.
6. LaBalancia considers a complaint within 14 days of receiving a complete report.
7. Pursuant to Article 558 § 1 of the Polish Civil Code, LaBalancia’s liability under the statutory warranty for defects (rękojmia) is excluded. The Partner’s rights in respect of defects in the Goods are governed exclusively by this section.
8. The shade of the Goods may differ slightly from that shown in the photographs due to the individual settings and parameters of the device’s screen, lighting conditions or the production batch, as well as the natural properties of the material (in particular the change in shade of corduroy, velour and similar fabrics depending on the angle of the light). Such differences do not constitute a defect of the Goods and are not grounds for a complaint.

§13. Liability

1. LaBalancia’s liability towards the Partner, regardless of its legal basis, is limited to the net value of the Order to which the claim relates.
2. LaBalancia is not liable for lost profits or indirect damage.
3. The limitations in paragraphs 1 and 2 do not apply to damage caused intentionally.

§14. Photographs, descriptions and brand protection

1. An active Partner may use the photographs and descriptions of the Goods made available by LaBalancia free of charge, solely for the purpose of selling those Goods – including on marketplaces and social media.
2. Photographs may be adjusted technically (e.g. cropped or resized) but may not be altered in a way that misrepresents the characteristics of the Goods.
3. Upon termination of cooperation or closure of the account, the Partner removes LaBalancia materials without undue delay, and no later than within 14 days.
4. The Partner may not offer the Goods using false or misleading information.

§15. Loyalty programme

The loyalty programme is temporarily unavailable.

§16. Personal data and communication

1. The rules for processing the Partner’s personal data are set out in the Privacy Policy and the GDPR Information Notice for the B2B application.
2. The primary channel of communication with the Partner is the e-mail address assigned to the account.

§17. Amendments to the Terms

1. LaBalancia may amend these Terms. The new version is published on the website and Partners are informed of it by e-mail.
2. Orders placed before the amendments take effect are governed by the Terms in the version in force at the time the Order was placed.

§18. Governing law and disputes

1. Contracts concluded under these Terms are governed by Polish law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. Disputes are settled by the court having jurisdiction over the Seller’s registered office.
3. These Terms may be made available in translation; the Polish version is binding.

§19. Final provisions

These Terms are effective from 02.10.2026 and apply to Orders placed on or after that date. Version 1.2. Orders placed earlier are governed by the version in force at the time they were placed (1.0 – from 24.09.2026, 1.1 – from 26.09.2026).