B2B Sales Terms and Pro Account Conditions

Seller: TOP Cosmetics Europe Sp. z o.o., Warsaw, Poland — Tax ID (NIP) 5213980858, KRS 0000987011, REGON 522856062 — exclusive representative of Christina Cosmeceuticals in Poland and the CEE region.
Version 1.0 · These Terms enter into force on 6 August 2026.

These Terms are a translation of the Polish original. In the event of any discrepancy, the Polish version prevails.

§ 1. Definitions

  1. Seller — TOP Cosmetics Europe Sp. z o.o.
  2. Store — the online store at christinacosmetics.pl and christinacosmetics.eu.
  3. Partner — an entrepreneur holding an active Pro Account who enters into contracts with the Seller within the scope of their business activity.
  4. Pro Account — a customer account with professional authorisation granted, in one of the variants described in § 3.
  5. Professional products — cosmetics designated for treatments performed in the salon by a qualified person, in particular preparations with elevated concentrations of active substances.
  6. Retail products — cosmetics intended for home care.
  7. B2B prices — wholesale prices made available to Partners in the business variant of the Pro Account.
  8. Distribution terms — the provisions of § 6.

§ 2. General provisions

  1. These Terms set out the rules for the sale of goods by the Seller to entrepreneurs and the conditions for using the Pro Account.
  2. These Terms do not apply to consumer sales, which are governed by separate store terms — subject to § 11(4)–(6).
  3. Sales are conducted under a selective distribution system. The access criteria set out in § 3 are objective and qualitative and are applied uniformly and without discrimination to all applicants.
  4. These Terms are made available free of charge before conclusion of the contract, in a form allowing download, storage and printing.

§ 3. Pro Account — variants and conditions

  1. The Pro Account exists in two variants, which gate two independent entitlements:
    • Individual Pro — based on documented professional qualifications; grants access to professional products at retail prices.
    • Business Pro (B2B) — based on an active business in the beauty industry; grants B2B prices under the conditions of § 7.
  2. The variants may occur jointly. Obtaining one is not a condition for obtaining the other.
  3. Individual Pro. One of the following documents is required:
    a) a diploma of higher education or post-secondary school in cosmetology or beauty therapy;
    b) a certificate of professional qualification issued by an accredited or public institution, containing a registration number or equivalent identifier;
    c) a licence or document authorising practice of the profession, issued in the Republic of Poland or another country.
    Certificates of completion of single authored courses without institutional accreditation, and product training organised by cosmetics suppliers, do not constitute an independent basis for granting the entitlement.
  4. Business Pro. An active business whose scope corresponds to the beauty industry is required, confirmed by an entry in a public register: CEIDG, KRS, the VAT taxpayer list or VIES. The Seller verifies status automatically on the basis of the Tax ID or EU VAT number.
  5. The Seller may request additional documents if the register data is ambiguous.

§ 4. Verification and decisions

  1. Verification ends with one of the following decisions: automatic approval, manual verification, refusal, or register unavailable.
  2. Automatic approval occurs where register data unambiguously confirms activity and business profile.
  3. Manual verification is processed within 24 business hours.
  4. A refusal is reasoned and does not preclude a repeated application after supplementing the documents.
  5. The Seller does not verify the authenticity of documents in an official manner. Providing data or documents inconsistent with the facts constitutes grounds for withdrawal of the Pro Account pursuant to § 16.

§ 5. Product range

  1. The Seller sells professional products and retail products.
  2. Professional products are made available exclusively to Pro Account holders meeting the conditions of § 3(3).
  3. Professional products contain active substances in concentrations intended for treatment use. The safety assessment of these products, prepared in accordance with Regulation (EC) No 1223/2009, takes into account a target population including persons practising the profession. Their use by a person without qualifications goes beyond the assumptions of that assessment.

§ 6. Distribution terms

  1. Professional products are intended exclusively for treatments performed by a qualified person and are not subject to resale. The Partner acquires them as an end user, for the purposes of the services provided.
  2. Christina products are not resold via third-party online marketplaces, in particular Allegro, Amazon, eBay, Empik Marketplace and platforms of a similar nature.
  3. Sales on the Partner’s premises and through the Partner’s own online store remain unrestricted. The Seller does not restrict the Partner’s ability to use the internet to sell retail products.
  4. The Seller does not set resale prices. The Partner independently determines the prices applied to its own customers. The Seller may indicate a recommended price, which is not binding.
  5. The provisions of this paragraph apply for the duration of the Pro Account and are applied uniformly to all Partners.

§ 7. Prices, VAT and payments

  1. Prices are stated in Polish złoty and include VAT.
  2. The Polish VAT rate of 23% applies to all deliveries, including those to other European Union Member States. The Seller does not apply the reverse charge mechanism to EU counterparties holding an EU VAT number.
  3. B2B prices are made available after logging in to a Pro Account in the business variant. These prices constitute commercial information intended exclusively for the Partner.
  4. Sales are conducted exclusively on a prepayment basis. Orders are fulfilled after the full price has been credited. The Seller does not offer deferred payment terms or invoice sales with deferred payment.
  5. The minimum order value at B2B prices is PLN 500 gross. Orders below this value may be fulfilled at retail prices or rejected.

§ 8. Orders and conclusion of contract

  1. An order constitutes an offer to conclude a contract of sale.
  2. The contract is concluded upon the Seller’s confirmation of acceptance of the order.
  3. The Seller may refuse to accept an order, in particular where goods are unavailable, where the Partner has outstanding obligations, or where there is reasonable suspicion of a breach of § 6. A refusal is communicated together with reasons.

§ 9. Delivery

  1. Delivery is made to the address indicated in the order, via the carriers indicated in the Store.
  2. The risk of accidental loss of or damage to the goods passes to the Partner upon release of the goods to the carrier (Article 548 § 1 in conjunction with Article 544 § 1 of the Polish Civil Code).
  3. The Partner is obliged to inspect the shipment upon receipt. Mechanical damage to the outer packaging must be reported to the carrier and to the Seller without delay, together with photographic documentation.
  4. Cosmetics must be stored in accordance with the information on the packaging, in particular within the indicated temperature range.

§ 10. Invoices and the National e-Invoicing System (KSeF)

  1. Sales to entrepreneurs are documented by invoice.
  2. Invoices in B2B transactions are issued in the National e-Invoicing System (KSeF) as structured invoices, in accordance with the statutory schedule applicable to the Seller.
  3. The date of delivery of a structured invoice is deemed to be the date on which the invoice identification number is assigned in KSeF.
  4. The Partner is obliged to provide a correct Tax ID before placing an order. A Tax ID provided after the sales document has been issued may not be capable of being added.

§ 11. Withdrawal from the contract and returns

  1. A Partner concluding a contract in direct connection with its business activity is not entitled to the statutory right of withdrawal from a distance contract.
  2. The Seller may accept a return of goods on individually agreed terms. The condition is that the goods are unused, in their original, intact packaging and within their shelf life.
  3. Goods whose protective packaging has been opened are not returnable if, for reasons of hygiene or health protection, their return is not possible.
  4. Entrepreneur with consumer rights. A natural person conducting business activity registered in CEIDG, concluding a contract directly connected with that activity, where it follows from the content of the contract that it is not of a professional nature for that person — resulting in particular from the subject of the business activity disclosed in CEIDG — is entitled to:
    a) the right to withdraw from the distance contract within 14 days without giving a reason;
    b) protection against unfair contractual terms;
    c) warranty rights on the terms applicable to consumers.
  5. To exercise the rights referred to in paragraph 4, it is sufficient to submit a statement to info@christinacosmetics.pl within 14 days of taking possession of the goods. A model statement is set out in Annex 1 to these Terms.
  6. Paragraph 4 does not apply where the acquisition of the goods is of a professional nature for the Partner, in particular where the Partner purchases cosmetics and the subject of its activity covers beauty, cosmetology, hairdressing, SPA services or the sale of cosmetics.

§ 12. Warranty and complaints

  1. In contracts concluded with Partners, the Seller’s liability under statutory warranty is limited to defects inherent in the goods at the time of release, and the Partner’s rights are limited to demanding replacement of the goods with defect-free goods or a price reduction, at the Seller’s choice.
  2. The limitation referred to in paragraph 1 does not apply where the Seller fraudulently concealed the defect (Article 558 § 2 of the Polish Civil Code), nor to an entrepreneur with consumer rights (§ 11(4)).
  3. The Partner is obliged to examine the goods in the manner customary for goods of that kind and to notify the Seller of a defect within 30 days of its discovery (Article 563 § 1 of the Polish Civil Code).
  4. Complaints are submitted to info@christinacosmetics.pl, together with the order number, product batch number and photographic documentation.
  5. The Seller examines a complaint within 14 days.
  6. Complaints concerning the effects of using a professional product by a person without qualifications or contrary to the instructions are not accepted.

§ 13. Retention of title

  1. In the case of sales on a prepayment basis (§ 7(4)), title to the goods passes to the Partner upon release of the goods, following payment of the full price.
  2. Should the Seller in an individual case agree deferred payment terms with the Partner, it reserves title to the sold goods until the full price has been paid (Article 589 of the Polish Civil Code). Until payment, the Partner is obliged to store the goods in a manner enabling their identification.

§ 14. Consequences of late payment

  1. The provisions of this paragraph apply exclusively where the Seller has agreed deferred payment terms with the Partner (§ 13(2)).
  2. In the event of late payment, the Seller is entitled to statutory interest for delay in commercial transactions, in accordance with the Act of 8 March 2013 on counteracting excessive delays in commercial transactions.
  3. The Seller is entitled to compensation for debt recovery costs, in an amount equivalent to: EUR 40 — where the value of the performance does not exceed PLN 5,000; EUR 70 — where the value is higher than PLN 5,000 and lower than PLN 50,000; EUR 100 — where the value is PLN 50,000 or more (Article 10(1) of the Act).
  4. In the event of delay, the Seller may suspend fulfilment of further orders until the arrears are settled.

§ 15. Liability and product safety

  1. The Partner bears sole responsibility for the manner in which professional products are used, including the qualifications of persons performing treatments and the conduct of consultation and obtaining the end client’s consent.
  2. The Partner undertakes to use the products in accordance with their intended purpose, the instructions and the contraindications indicated by the Seller or the manufacturer.
  3. The Seller’s liability for non-performance or improper performance of the contract is limited to the value of the goods covered by the given order and does not cover lost profits. This limitation does not apply to damage caused intentionally, nor to cases in which exclusion of liability is not permitted by law, in particular personal injury.
  4. The provisions of paragraph 3 do not limit liability for a dangerous product arising from mandatory provisions of law.

§ 16. Suspension and withdrawal of the Pro Account

  1. The Seller may suspend or withdraw the Pro Account in the event of:
    a) breach of the distribution terms set out in § 6;
    b) provision of data or documents inconsistent with the facts;
    c) cessation of the condition on the basis of which the entitlement was granted, in particular removal of the business from the register;
    d) material delay in payment.
  2. The Seller shall notify the Partner of its intention to withdraw the Pro Account, stating the reason and setting a period of not less than 14 days to respond or remedy the breach. This does not apply to cases of gross breach.
  3. Withdrawal of the Pro Account does not affect orders already accepted for fulfilment.
  4. The criteria for suspension and withdrawal are applied uniformly to all Partners.

§ 17. Personal data

  1. The controller of personal data is the Seller.
  2. Data is processed for the purpose of verifying entrepreneur status, concluding and performing the contract, issuing accounting documents and pursuing claims — on the basis of Article 6(1)(b), (c) and (f) GDPR.
  3. Data from documents confirming qualifications is processed exclusively for the purpose of verifying the entitlement and is stored for the duration of the Pro Account and for the limitation period for claims.
  4. Detailed information is set out in the Privacy Policy.

§ 18. Amendments to the Terms

  1. The Seller may amend these Terms for important reasons, in particular changes in law, changes in the scope of services provided or changes in distribution conditions.
  2. The Seller shall notify Partners of any amendment at the e-mail address assigned to the Pro Account, with not less than 14 days’ notice.
  3. Orders placed before the amendments enter into force are fulfilled under the previous rules.

§ 19. Governing law and dispute resolution

  1. Matters not regulated herein are governed by Polish law, in particular the Civil Code.
  2. The court having jurisdiction over disputes with Partners is the court having local jurisdiction over the Seller’s registered office. This provision does not apply to an entrepreneur with consumer rights (§ 11(4)).
  3. With respect to Partners established outside the Republic of Poland, the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 20. Final provisions

  1. These Terms enter into force on 6 August 2026.
  2. The invalidity of any provision does not affect the validity of the remaining provisions.

Annex 1 — Model withdrawal statement

This form is intended for an entrepreneur with consumer rights (§ 11(4)). Complete and return only if you wish to withdraw from the contract.

Addressee: TOP Cosmetics Europe Sp. z o.o., info@christinacosmetics.pl

I, the undersigned, hereby withdraw from the contract of sale of the following goods:

1. Name and quantity of goods: ............................................................
2. Order number: ............................................................
3. Date of conclusion of the contract or receipt of the goods: ............................................................
4. Full name: ............................................................
5. Company name and Tax ID: ............................................................
6. Address: ............................................................
7. E-mail address: ............................................................
8. Bank account number for the refund: ............................................................

I declare that the conclusion of the above contract was not of a professional nature for me, resulting from the subject of the business activity I conduct as disclosed in CEIDG.

Date and signature: ............................................................
(signature required only if the form is submitted in paper form)