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GENERAL PROVISIONS

1. These General Purchasing Terms and Conditions, hereinafter referred to as “GPTC,” constitute general terms and conditions for contracts within the meaning of Article 384 of act of April 23, 1964 – the Civil Code, hereinafter referred to as “CC,” and regulate the principles of purchasing by SNS Foods sp. z o.o. with its registered office at 69/71 Kopcińskiego Street in Łódź, entered into the commercial register of the Regional Court for Łódź–Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under the number KRS 0000185194, NIP 9471857420, REGON 47235003600000, hereinafter referred to as the “Company,” of food products, hereinafter referred to as “goods,” from a Vendor/Supplier, hereinafter referred to as the “Vendor,” based on sales or supply contracts. The Company and the Vendor are also hereinafter referred to as the “Party” or “Parties.” 
2. Subject to subsections 1.4–1.6, these GPTC apply to all sales and supply contracts concluded by the Company, hereinafter referred to as “sales contract(s)” and constitute an integral part of those contracts. 
3. Subject to 1.4 GPTC, the Vendor’s doing business with the Company, and in particular submitting a proposal of a sales contract to the Company, implies the Vendor’s acceptance of GPTC. 
4. GPTC may be altered or excluded in their entirety or part in sales contracts. 
5. In the event of excluding or altering GPTC as per the preceding subsection, the provisions of the sales contract shall prevail over GPTC. 
6. Unless otherwise provided, the exclusion of GPTC applies only in the case of a specific sales contract and under no circumstances should be taken by the Vendor as an exclusion applying to other or subsequent sales contracts concluded with the Company. 
7. The provisions of the Vendor’s general sales terms and conditions or his model contracts which are incompatible with GPTC shall not be binding on the Company. In the event of a conflict between the provisions of GPTC and the provisions of the Vendor model contracts, a sales contract between the Company and the Vendor may be effective only on the terms and conditions stipulated in these GPTC. 
8. In the event of a conflict between GPTC and the provisions of the sales contract, the provisions of the sales contract shall prevail.

CONCLUSION OF CONTRACT

1. The Company shall draft a sales contract and submit it in written form to the Vendor. The Vendor may also submit to the Company in writing a proposal to conclude a sales contract, subject to subsection 2.7 GPTC. 
2. A sales contract as well as a proposal to conclude a sales contract submitted by the Vendor should describe at least: the subject matter of the contract, the goods, including their quality, price, and unit price, the currency of the contract, the time limit for the Vendor to perform the contract, the place and manner of delivery, the manner of packaging and type of pallets used for delivery of the goods, as well as any required permits, certifications, and documents that should accompany the delivery. 
3. Any representations and arrangements between the Company and the Vendor which do not meet the form specified in subsection 2.1 or the requirements specified in subsection 2.2 constitute negotiations. Negotiations may be conducted by remote means of communication, including electronic mail, Internet communicators, telephone, or in writing. 
4. A purchase order placed by the Company does not constitute an offer within the meaning of Article 66 § 1 CC. 
5. Articles 661 § 1–3 CC are excluded. 
6. If the Vendor submits to the Company a proposal mentioned in subsection 2.1 GPTC, Article 682 CC (implied acceptance of an offer by an enterprise) shall be excluded. 
7. The acceptance by the Company of a proposal of a sales contract submitted by the Vendor shall be done each time by the Company’s drafting a sales contract and submitting it in written form to the Vendor not later than the following business day by 3 PM Polish time. 
8. The Company’s response to the Vendor’s proposal, subject to changes or the addition of supplementary information that do not substantially alter the provisions of the proposal, shall be deemed as acceptance of the proposal. In such a case, the Company and the Vendor are bound by a contract whose content is stipulated in the proposal subject to any modifications contained in the Company’s response to the proposal. The provisions of this subsection do not apply if the Vendor indicated in his proposal that his proposal may only be accepted without any changes or if the Vendor objects to the Company’s changes without delay, by 3 PM Polish time on the following business day. 
9. The sales contract is deemed concluded either at the time when the Company receives the sales contract signed by the Vendor or when the Vendor commences the performance of the sales contract, whichever comes first. 
10. The place of conclusion of the sales contract is the Company’s registered office. 
11. The Company may verify the signatures and authorization of the persons signing any documents directed to the Company in relation to concluding and performing the sales contract. The Vendor shall always enable the verification of signatures and authorization of the persons signing any documents directed to the Company in relation to concluding and performing the sales contract upon the Company’s request, within one working day of receiving such a request. The Vendor’s failure to respond to the Company’s request shall be deemed to constitute a confirmation by the Vendor of the signatures and authorization of the persons referred to in this subsection.

GENERAL TERMS AND CONDITIONS OF CONTRACT PERFORMANCE

1. The Vendor shall perform the sales contract on the terms and conditions specified in the contract and in these GPTC. 
2. Any alteration to the terms and conditions of performance of the concluded sales contract requires written consent from the other Party to the contract. 
3. Without prior written consent of the Company the Vendor may not perform his obligation under the Sales Contract with the help of third parties or entrust the performance of his obligation to third parties (contractors). 
4. The Company shall enjoy the benefits from the goods and be responsible for the burdens associated with the goods as well as the risk of accidental loss or damage of the goods upon the receipt or delivery of the goods.

DATE OF THE VENDOR’S PERFORMANCE OF THE CONTRACT

1. The date of the Vendor’s performance of the contract is understood as the date when the goods are delivered to the place of contract performance indicated in the sales contract or the issue of the goods to the Company if the goods are to be collected from the Vendor by the Company. The date of the Vendor’s performance of the contract is specified by the provisions of the sales contract. 
2. The Vendor is obligated to meet the date of performance of the sales contract. The Vendor shall be held liable for any damage arising from a delay in its performance of the contract. 
3. If the delay in the Vendor’s performance of the sales contract exceeds one month, the Company shall have the right to purchase the goods being the subject matter of the contract from a third party at the expense of the Vendor. The Vendor shall cover the costs of such a purchase within the time limit specified on the invoice raised by the Company.

SALES PRICE AND PAYMENT TERMS AND CONDITIONS

1. The price shall be stipulated in the sales contract. 
2. The price stipulated in the sales contract, in addition to the cost of packaging and insurance, shall also include the cost of loading, transport to the place of contract performance, unloading, as well as other costs according to the Incoterms most recent as of the date of the Sales Contract, published by the International Chamber of Commerce in Paris. 
3. The basis for each payment of the sales price by the Company to the Vendor shall be an electronic invoice. 
4. As long as the goods supplied are consistent with the provisions of the sales contract, the sales price shall be paid the Company by money transfer to the Vendor’s bank account specified in the invoice within the time limit given in the sales contract. 
5. The date of payment is defined as debiting the Company’s bank account. 
6. If the Vendor’s invoice should not contain any information required by law or agreed by the Parties, it may be returned to the Vendor. In such an event, the invoice shall be considered not to have been submitted, and consequently the due date of payment of the sales price shall not run frosm that date. In the case of a faulty invoice, the due date of payment of the sales price shall be counted from the date of submission to the Company of a correctly raised invoice.

ACCOUNTING FOR SHIPMENT PACKAGING

1. All reusable shipment packaging (containers, wooden and plastic pallets, etc.) used in the performance of the sales contract shall be accounted for and settled by the Company and the Vendor. 
2. Upon a delivery of goods, the Company shall produce a Goods Receipt document, which specifies the quantity and type of shipment packaging received by the Company from the Vendor and the shipment packaging returned to the Vendor by the Company. If the shipment packaging is returned to the Vendor via shipment other than the return delivery shipment, the Company shall produce a Goods Issue document indicating the quantity and type of shipment packaging returned to the Vendor by the Company. 
3. On the 10th day of each month, the Company shall notify the Vendor via electronic mail about the quantity and type of the Vendor’s shipment packaging held by the Company as well as the quantity and type of the Company’s shipment packaging held by the Vendor (shipment packaging balance), concerning the month preceding the month when the notification is sent. 
4. If the Vendor does not file an objection to the shipment packaging balance described above by the 15th day of the month, the Vendor is deemed to accept it. 
5. After the 15th day of each month, the Company may offset the Company’s shipment packaging with the Vendor’s shipment packaging. The Company shall send the Vendor a notification concerning the offset balance via electronic mail. 
6. If following the aforementioned offset the Vendor should still hold some shipment packaging of the Company not subject to the offset, the Vendor shall return it within 14 days of receiving the Company’s offset notification. If the Vendor does not return the shipment packaging within this time limit, the Vendor shall pay the value of the shipment packaging to the Company based on an invoice raised by the Company pursuant to the price list of shipment packaging posted on the Company’s website as of the date of the invoice. 
7. If following the aforementioned offset, the Company should still hold some shipment packaging of the Vendor not subject to the offset, the Company shall request the Vendor via electronic mail to collect it within the time limit specified in the request. If the Vendor should not comply with the request, the Company shall, at its own discretion, store the shipment packaging at the Vendor’s expense and risk, sell the shipment packaging to a third party selected by the Company and at the price determined by the Company, or dispose of the shipment packaging at the Vendor’s expense. 
8. The shipment packaging returned to the Company by the Vendor should be in usable condition. Any damage to the shipment packaging as a result of which it cannot be further used by the Company excludes such shipment packaging from the aforementioned offset mechanism.

LIABILITY FOR DEFECTS

1. The Vendor extends implied warranty for defects of the goods supplied irrespective of their form (fresh or frozen) for a period not shorter than the expiry date of the goods after freezing thereof. 
2. Defects may be notified in any form selected by the Company. 
3. Any notification of defects made by the Company shall be deemed a complaint under implied warranty unless expressly stated otherwise by the Company. 
4. If a physical defect of the goods was found by the expiry date of the goods being the subject matter of the sales contract, it is presumed that the defect or its cause existed at the time when the risk was transferred to the Company. 
5. The Company shall forfeit its rights arising from implied warranty if it does not notify the Vendor about the defect within 14 days of finding the defect. For the time limit to be satisfied, all the Company needs to do is submit a defect notification prior to the expiry of the time limit. 
6. Exercising its rights arising from implied warranty, the Company may at its own discretion either terminate the sales contract in whole or in part, request a price reduction from the Vendor, request repairing the goods, or request replacing the goods with goods that are free from defects. The Company may terminate the contract even if the defect is insubstantial. 
7. The Vendor cannot refuse to repair the goods or replace them with goods that are free from defects even if that would entail excessive costs, and in particular if the costs of satisfying that obligation would exceed the price of the goods. 
8. The Vendor is obligated to repair the goods or replace them with goods free from defects without delay, at the latest within the time limit specified in the defect notification submitted by the Company. 
9. The costs associated with transferring the defective goods by the Company to the Vendor and the costs of delivering goods that are free from defects to the Company shall be borne by the Vendor. 
10. The Vendor is obligated to accept from the Company defective goods in the case of replacing them with goods that are free from defects or in the case of contract termination. The goods shall be delivered within the time limit determined by the Company. 
11. If the Vendor does not collect the goods within the time limit determined by the Company, the Company shall have the right, at its own discretion, to store the goods at the Vendor’s expense and risk, return the goods at the Vendor’s expense and risk, or dispose of the goods at the Vendor’s expense. 
12. Each defect notification submitted by the Company shall extend the period of implied warranty by the period counted from the date of notification to the date of defect removal. If the goods are to be replaced, the period of implied warranty runs anew from the date of product replacement. 
13. The Company may transfer its rights arising from implied warranty to a third party. 
14. The Vendor shall respond to the Company’s defect notification within 3 days in documentary form. The Vendor’s failure to respond to the Company’s defect notification within that time limit implies the Vendor’s acceptance of the defect notification in its entirety. 
15. The Vendor authorizes the Company to remove defects by way of substitution at the Vendor’s expense and risk if the Vendor does not remove them within the prescribed time limit, which is in particular applicable to situations where the Vendor fails to remove the defect, removes the defect in an inadequate or ineffective way, or does not replace the goods with goods free of defects. 
16. If due to defects of the goods the Company has submitted a notice of contract termination or price reduction or if the goods have been repaired or replaced with goods that are free from defects by the Vendor, the Vendor shall repair any damage borne by the Company as a result of the fact that it concluded the contract not knowing about the presence of defects, even if the defects arise from circumstances for which the Vendor is not responsible. In particular, the Vendor shall be obligated to refund the costs of concluding the contract, the costs of collecting, transporting, storing, and insuring the goods, as well as refund any expenses associated with the goods and goods processing costs. If defective goods have been combined by the Company with non-defective goods obtained from the Vendor, the Company’s right to terminate the contract, request a price reduction, request a repair of the goods or the replacement of goods with goods that are free from defects shall extend not only to the defective goods but also to the non-defective goods that have been combined with the defective goods. If defective goods have been combined by the Company with non-defective goods obtained from another vendor, the Vendor shall be obligated to repair any damage associated not only with the defective goods but also with the non-defective goods combined with the defective goods. The above is without prejudice to provisions concerning the obligation to repair damage in accordance with the general principles of the law.

CONTRACTUAL PENALTIES

1. The Vendor shall pay the Company a contractual penalty for a delay in the performance of the sales contract or a delay in removing the defects of goods supplied amounting to 0.5% of the gross price specified in the sales contract for each day started. 
2. If the Company terminates the contract for reasons attributable to the Vendor, the Vendor shall pay the Company a contractual penalty of 10% of the gross price specified in the sales contract. 
3. The Company has the right to seek supplementary damages in accordance with the general principles of the law.

TERMINATION OF CONTRACT

1. Irrespective of other provisions of GPTC, the Company may terminate the sales contract also where at least one of the following circumstances should take place: a. the Vendor delays the supply of all or some of the goods, b. the Vendor has declared that it shall not perform the sales contract. 
2. A notice of termination of the sales contract shall be made in writing.

CONFIDENTIALITY

1. Any information gained by the Vendor in relation to its performance of the sales contract, including in particular any organizational, commercial, and technical information concerning the Company and not made available publicly, shall be considered by the Parties confidential and as such shall not be disclosed to any third parties. This prohibition does not apply where the obligation to disclose information arises from the mandatory requirements of applicable legal regulations. 
2. In particular, the Vendor undertakes to hold confidential information concerning the volume of trade, prices, discounts, product specifications, logistic agreements, and technological data, on pain of the Company terminating the sales contract for reasons attributable to the Vendor. 
3. The Vendor declares that it shall not use confidential information for purposes other than those associated with the performance of the sales contract and that it shall ensure appropriate protection of that information, consistent with its confidential nature. 
4. The non-disclosure obligation with regard to confidential information shall remain in force after the performance of the contract and may only be waived by the Company’s written consent.

PERSONAL DATA PROTECTION

1. The controller responsible for administering personal data is SNS Foods sp. z o.o. with its registered office at 69/71 Kopcińskiego Street, 90-032 Łódź, Poland, entered into the commercial register of the Regional Court for Łódź–Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under the number KRS 0000185194, NIP 9471857420, REGON 4723500360, e-mail: SNS@SNSFOODS.PL, hereinafter also referred to as the “Controller.” 
2. Your personal data such as: 
● identification details (e.g., first name and surname, company name); 
● contact details (e.g., phone number, e-mail address); 
● banking details 
shall be processed for the purpose of: 
● the conclusion and performance of a contract or taking steps needed for the conclusion and performance of a contract (Article 6.1.b of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, hereinafter referred to as “GDPR”); 
● compliance with a legal obligation to which the controller is subject (Article 6.1.c of GDPR); 
● where processing is necessary for the purposes of the legitimate interests pursued by the Controller (Article 6.1.f of GDPR); 
● in the remaining cases, your personal data shall be processed exclusively based on a previously given consent, within the scope of that consent and for the purposes specified therein (Article 6.1.a of GDPR). 
3. Personal data may be transferred to third parties, such as law firms, IT companies, transport and freight forwarding companies, pursuant to agreements concluded by the Controller. 
4. Personal data shall be stored for a period necessary to perform the contract or provide services; however, data necessary for accounting and archival purposes shall be stored for a period of not less than 5 years as of the end of the financial year in which the provision of services was completed or until the consent is withdrawn. 
5. You have the right to request access to, rectification, erasure or restriction of processing of your personal data, the right to data portability, and the right to object to processing without giving any reason when your data are used for direct marketing purposes. 
6. You have the right to lodge a complaint with a supervisory authority if you find that the processing of your personal data is in breach of legal regulations. 
7. Where the processing of your data is based on previous consent, you have the right to withdraw your consent at any time, which does not affect the lawfulness of processing based on your consent before its withdrawal. 
8. The provision of your personal details is necessary to perform the contract concluded by the Parties or to take the steps necessary for its conclusion and performance. 
9. The processing of your data shall not be carried out by automated means, including profiling.

FINAL PROVISIONS

1. These GPTC shall be applicable mutatis mutandis to the provision of services. 
2. The sales or supply contracts concluded by the Company shall be governed by Polish law. 
3. In matters not covered by these GPTC, the provisions of CC shall apply. 
4. The application of the Vienna Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is excluded. 
5. The court with jurisdiction over the Company’s registered office shall be competent to adjudicate any disputes arising from contracts between the Company and the Vendor. 
6. Without the Company’s prior written consent, the Vendor shall not transfer to a third party any rights under the sales contract or charge any rights and obligations arising from the performance of the sales contract. 
7. The Vendor shall notify the Company in writing about each change in his registered office and correspondence address without delay, not later than within 2 working days. 
8. Whenever mention of written form is made in GPTC, a business proposal or a sales contract, it can be replaced with documentary form – that is, making a statement via electronic mail or an Internet communicator. The requirement to use the written form – replaceable with documentary form – is stipulated each time in GPTC, a business proposal or a sales contract on pain of nullity. 
9. These GPTC may be amended by the Company. Any amendments to GPTC must be made in writing or in documentary form and posted on the Company’s website or else they shall be null and void. An amendment to GPTC shall not affect sales contracts concluded prior to its introduction. 
10. If any of the provisions of GPTC should be found invalid, this shall have no effect on the validity of the remaining provisions of GPTC, which remain in force and binding. If GPTC cannot remain in force after excluding the invalid provisions, the parties shall undertake negotiations in good faith to embody the initial intent of the Parties in the form of new, legally permissible arrangements.