GSTC

2. GSTC are an integral part of the Seller’s every sales proposal and the Seller’s every price list addressed to the Buyer. 

3. Unless otherwise provided in a written contract between the Seller and the Buyer, the provisions of GSTC shall apply, being an integral part of the contract. 

4. The Buyer’s doing business with the Seller, and in particular placing an order with the Seller implies the Buyer’s acceptance of GSTC. 

5. The Buyer’s commercial terms and conditions are binding on the Seller as long as they are in accordance with GSTC. In the event of a conflict between the provisions of GSTC and the Buyer’s model contract, a contract between the Seller and the Buyer may be effective only on the terms and conditions stipulated in GSTC.  

1. The sales proposal and price lists provided or made available to the Buyer by the Seller do not constitute an offer within the meaning of the Polish Civil Code. 

2. Articles 661 §1–3 of the Polish Civil Code shall not apply to the Seller – Buyer relationship. 

3. Any representations and arrangements between the Seller and Buyer prior to concluding a contract constitute negotiations. Negotiations may be conducted by means of remote means of communication, including electronic mail, communicators, telephone, or in writing. 

2. The Sales Contract shall contain all individual provisions agreed by the Parties, including the following obligatory data: the Parties’ identification details, date of contract, description of the subject matter of the contract, the manner, place, and time of delivery of the goods, sales price (including a unit price), the currency of the contract, compensation for any additional services, such as transportation and/or transportation insurance, the time limit for the performance of the contract, the date and manner of payment, and the type of packaging and pallets used for the delivery of the goods. 

3. The Sales Contract is deemed concluded upon receipt by the Seller of the Sales Contract signed by the Buyer or after 24 h after the Seller provided the Buyer with the Sales Contract document, according to subsection 3.1 of GSTC, or upon the commencement of performing the Sales Contract by the Seller – whichever comes first. 

4. Any amendments to the Sales Contract must be accepted by the Seller via electronic mail or a communicator, or else they shall be null and void. 

5. The place of conclusion of the Sales Contract is the Seller’s registered office. 

6. The Seller may verify the signatures and authorization of the persons signing any documents directed to the Seller in relation to concluding and performing the Sales Contract. The Buyer shall enable the verification of signatures and authorization of the persons signing any documents directed to the Seller in relation to concluding and performing the Sales Contract upon the Seller’s request, within 24 hours of receiving such a request. The Buyer’s failure to respond to the Seller’s request shall be deemed to constitute a confirmation by the Buyer of the signatures and authorization of the persons referred to in this subsection. 

7. The Seller may perform his obligation under the Sales Contract with the help of third parties or entrust the performance of his obligation to third parties (contractors). 

2. The prices specified in a sales proposal or price list are of informational nature and may be altered by the Seller at any time. 

3. The price specified in the Sales Contract is a net price. All public law levies, including taxes and tariffs, are charged additionally, according to the rates appropriate for a given delivery. 

4. The Seller can charge any costs borne by him in relation to the obligation to collect and/or process packaging material to the Buyer. 

5. Where the goods are exported outside the customs territory of the European Union, the Buyer shall provide the Seller with documents confirming that the goods left the customs territory of the European Union within 7 days of the date when the goods left that territory. Failing that obligation, the Buyer shall pay the amount specified in a debit note raised by the Seller for the amount of VAT on goods not leaving the customs territory of the European Union within the time limit specified on that debit note. 

2. Any references made in the Sales Contract to commercial terms refer to the Incoterms most recent as of the date of the Sales Contract, published by the International Chamber of Commerce in Paris. 

3. Delivery consists of transferring the goods to the Buyer or a third person authorized by him (such as a freight forwarder or carrier). 

4. The date of delivery is understood as the date specified in the Sales Contract. If the Sales Contract specifies a date of receipt of goods, that date is understood to be the date of delivery. 

5. If the Buyer or the person he authorized should fail to appear at the place and time of delivery, the goods shall be deemed delivered. From that time on, the Seller may store the goods at the cost and risk of the Buyer. If the price of the goods changes when they are being stored by the Seller at the cost of the Buyer, the Seller may request a surcharge of the difference between the invoiced price and the current price. The Seller may also sell the goods to any third party at his own discretion and at the cost and risk of the Buyer after the expiration of: a. 5 (five) hours after the goods were to be received by the Buyer – for fresh goods; b. 7 (seven) days after the goods were to be received by the Buyer – for frozen goods. The Seller shall notify the Buyer without delay about selling the goods. 

6. The Buyer’s failure to collect or receive the goods on the specified date of delivery does not release him from the obligation to pay for that delivery. 

7. Any costs and expenditures arising from the failure to collect or receive the goods on time by the Buyer shall be charged to the Buyer. 

8. Where the Seller requires advance payment of the price or a payment guarantee within 14 calendar days of concluding the Sales Contract, the date of delivery shall not come before such advance payment is made in full or a guarantee on the full payment is furnished to the Seller. Should the Buyer fail to make the required advance payment or furnish a payment guarantee to the Seller within the above time limit, the date of delivery shall be agreed with the Buyer after the full advance payment is made or the Buyer furnishes a guarantee on such payment. 

9. The Seller has the right to withhold a delivery if the Buyer did not perform any of his previous obligations to the Seller arising from any contract and for any reason. 

10. The Seller may supply the goods in partial deliveries and may raise partial invoices for such deliveries. The Buyer cannot withhold his payment obligations if the Seller decides to supply the goods in partial deliveries. 

11. On the date of delivery, the risk of damage or loss of goods is transferred to the Buyer. 

12. In the course of the goods receipt procedure, the Buyer is obligated to determine whether the supplied goods comply with the purchase order as well as identify any mistakes, missing goods, or goods damaged during transportation and notify the Seller about them without delay. 

13. Upon receipt of the goods, the Buyer shall confirm their compliance with the purchase order by signing a goods receipt clause contained in the delivery documents. Any objections as to the condition of the goods and their transport protection conditions shall be made by the Buyer upon the receipt of the goods in writing on the waybill or a copy of the Goods Issue document, or the Buyer shall draft a separate Goods Receipt document containing a full specification of any defects, signed both by the driver and the Buyer. A waybill or a Goods Issue document on which no comments were made as to the quantity or quality of the ordered goods constitutes proof of performing the purchase order according to the Sales Contract without objections from the Buyer. 

14. The Buyer shall specify any detailed requirements concerning labeling prior to the conclusion of the Sales Contract. 

15. The Seller shall not be held liable in the case of delivery delays attributable to factors outside the Seller’s and carrier’s control, caused by force majeure, such as road or weather conditions. 

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 Seller and the Buyer. 

2. Upon a delivery of goods, the Seller produces a Goods Issue document, which specifies the quantity and type of shipment packaging issued to the Buyer by the Seller and the shipment packaging returned to the Seller by the Buyer. If the shipment packaging is returned to the Seller via shipment other than the return delivery shipment, the Seller produces a Goods Receipt document indicating the quantity and type of shipment packaging returned to the Seller by the Buyer. 

3. By the 10th day of each month, the Seller shall notify the Buyer via e-mail about the quantity and type of the Seller’s shipment packaging held by the Buyer as well as the quantity and type of the Buyer’s shipment packaging held by the Seller (shipment packaging balance), concerning the month preceding the month when the notification is sent. 

4. If the Buyer does not file an objection to the shipment packaging balance described above by the 15th day of the month, he is deemed to accept it. 

5. After the 15th day of each month, the Seller may offset the Buyer’s shipment packaging with the Seller’s shipment packaging. The Seller shall send the Buyer a notification concerning the offset balance via e-mail. 

6. If following the aforementioned offset the Buyer should still hold some shipment packaging of the Seller, the Buyer shall return them within 14 days of receiving the Seller’s offset notification. If the Buyer does not return the shipment packaging within this time limit, the Buyer shall pay the value of the shipment packaging to the Seller based on an invoice raised by the Seller pursuant to the price list of shipment packaging posted on the Seller’s website as of the date of the invoice. 

7. If following the aforementioned offset, the Seller should still hold some shipment packaging of the Buyer, the Seller shall request the Buyer via e-mail to collect them within the time limit specified in the request. If the Buyer should not comply with the request, the Seller shall, at his own discretion, store the shipment packaging at the Buyer’s cost and risk, sell the shipment packaging to a third party selected by the Seller and at the price determined by the Seller, or dispose of the shipment packaging at the Buyer’s cost. 

8. The shipment packaging returned to the Seller by the Buyer should be in usable condition. Any damage to the shipment packaging as a result of which it cannot be further used by the Seller excludes such shipment packaging from the aforementioned offset mechanism. 

1. The Buyer shall make payments in accordance with the terms and conditions stipulated in the Sales Contract and pursuant to the invoice raised by the Seller. 

2. Without the Seller’s written consent, the Buyer may not offset any amounts owed from the Seller. 

3. In the event of a delayed payment of the price, the Buyer shall pay to the Seller interest equal to statutory interest plus two percentage points on the amount overdue. 

4. In the event of a delayed payment of the price the Seller may suspend the performance of its obligations to the Buyer until the receipt of the full payment due. 

5. The date of payment is defined as the day of payment at the Seller’s cash desk or the day of crediting the Seller’s bank account with the due amount. 

6. If there is legitimate reason to suspect that the Buyer may not honor his payment obligations, upon the Seller’s request the Buyer shall pay the entire price prior to the issue of goods, irrespective of the previously agreed date of payment, or at the Seller’s discretion, the Buyer shall present a credible payment guarantee or collateral. The Seller may withhold the performance of his obligations until the receipt of the full payment or proof from the Buyer that the aforementioned payment guarantee or collateral has been established. 

7. The Buyer shall make the payment by the specified due date even if he has filed a complaint related to the goods. 

8. If the Buyer should declare bankruptcy or if the Buyer should terminate part of all of his business activity or divest it to another entity, all amounts owed by the Buyer to the Seller become immediately payable. 

2. All complaints concerning invoices for supplied goods should be made to the Seller in writing within 5 days of the date of issuing the invoice. 

3. All complaints concerning goods should be made to the Seller in writing or by e-mail without delay, not later than a. in the case of meat that is not frozen – within 24 h of the date of delivery; b. in the case of frozen meat – within 5 calendar days of the date of delivery; c. in the case of products other than meat that are not frozen – within 24 hours of the date of delivery. 

4. The complaint should contain the Buyer’s full address and contact details, a report prepared by a competent expert together with delivery documents, a description of all defects of the goods, and the time of detection thereof. Complaints failing to meet the above criteria shall be dismissed. 

5. No loss of weight of the goods resulting from refrigeration or freezing shall be deemed a defect. 

6. The Buyer shall ensure access to the goods that are subject to the complaint and provide the Seller with all necessary documents and information concerning the circumstances of detecting the defect. 

7. From the time of filing the complaint to the end of processing the complaint, the Buyer shall store the goods subject to the complaint in appropriate conditions. Otherwise the complaint shall be dismissed. 

8. If the complaint is deemed justified, the Seller may, at his own discretion, grant a discount for the supplied goods or collect the goods at his cost and replace them with goods free of defects or reimburse the price of the goods to the Buyer within the time limit specified in a debit note issued by the Seller. The possibility for the Buyer to purchase goods free of defects from a third party at the cost of the Seller is expressly excluded. 

9. The Buyer shall forfeit his right to compensation if he returns the goods subject to complaint without the Seller’s prior written consent. 10. The Seller shall notify the Buyer about his decision concerning the Buyer’s complaint in writing or by e-mail within 14 days after the Seller has received all documents necessary for handling the complaint.

1. Should circumstances arise under which the Buyer or the Seller have the right to withdraw from the Sales Contract, the Sales Contract can only be terminated by submitting a declaration of termination to the other Party in writing or via electronic mail or a communicator on pain of nullity. 

2. The Buyer may terminate the Sales Contract if it is not performed by the Seller within the time limit stipulated in the Sales Contract only after the expiration of an additional time limit for the performance of its obligations specified for the Seller in a written notice requesting performance which contains a clause stating that the Buyer shall have the right to terminate the Sales Contract upon the ineffective expiration of the specified time limit. 

3. If the Seller should not deliver the goods within the time limit stipulated in the Sales Contract, subject to Subsection 2 above, the Buyer may terminate the Sales Contract only in that part of the Seller’s performance that has not yet been provided to the Buyer. The termination of the entire Sales Contract shall be possible only if prior to concluding the Sales Contract the Buyer notified the Seller in writing or in document form about his purpose of concluding the Sales Contract with the reservation that completing any part of his performance after the time limit stipulated in the Sales Contract will be useless for the Buyer. 

4. The Seller may terminate the Sales Contract within 21 days of expiration of the time limit for the Buyer to perform the Sales Contract / the Seller’s learning of a drastic change in the price of goods / the Insurance Company’s refusal to provide insurance or cancelling of insurance in the case of, respectively: 

a) the Buyer’s nonperformance of an obligation under the Sales Contract, without the need to specify an additional time limit for the Buyer to perform his obligation; 

b) a drastic change in the price of the goods; c) refusal to insure the transaction by the Insurance Company or cancelling of such insurance by the Insurance Company. 

5. The Seller may terminate the Sales Contract even before the time limit set for the Buyer to perform his obligation if the Buyer declares that he shall not perform his obligation.

2. The Seller shall not be held liable by the Buyer if his nonperformance or inadequate performance of the Sales Contract is attributable to circumstances that are unforeseeable or beyond his control. In particular, such circumstances include war, social unrest, sabotage, fire, lightning, explosion, release of hazardous substances or gases, power outage, major operational breakdown, personnel sickness on an unusual scale, strike, blockade, boycott, shortage of raw materials, transportation obstacle, official sanctions including a ban on imports, exports, transit, production or supply, or the nonperformance or late performance by a third party, including a supplier, involved in the performance of the Sales Contract (force majeure). The Seller shall notify the Buyer of the occurrence of force majeure in any form. 

3. In the case of force majeure, the Seller shall not be obligated to supply the goods to the Buyer and shall not be held liable for repairing any damage arising on the Buyer’s side as a result of it. 

4. Any damage shall be notified to the Seller in writing without delay, not later than within 30 calendar days of damage detection. The Buyer shall cooperate with the Seller with the objective of determining the nature, scope, and cause of the damage on pain of losing his right to compensation. 

2. Your personal data such as: 

a) identification details (e.g., first name and surname, company name); 

b) contact details (e.g., phone number, e-mail address); 

c) banking details shall be processed for the purpose of: 

d) performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into 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”); 

e) compliance with a legal obligation to which the controller is subject (Article 6.1.c of GDPR); 

f) where processing is necessary for the purposes of the legitimate interests pursued by the Controller (Article 6.1.f of GDPR); 

g) 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. 

2. If any of the provisions of GSTC should be found invalid, this shall have no effect on the validity of the remaining provisions of GSTC. 

3. The Sales Contract and its execution shall be governed exclusively by Polish law. The application of the Vienna Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is expressly excluded. 

4. The court with jurisdiction over the Seller’s registered office shall be competent to adjudicate any disputes that should arise from the performance of contracts between the Seller and the Buyer. 

5. In the case of differences in interpretation, the Polish text of GSTC shall be applicable. The Polish text shall prevail over any translated version of GSTC. 

6. These GSTC may be amended by the Seller. All amendments to GSTC must be posted on the Seller’s website. No amendment to GSTC shall affect Sales Contracts concluded prior to its posting.