General Terms and Conditions of Sale and Delivery

§ 1
General comments

1. These provisions apply to all orders, Sales and Delivery Contracts (hereinafter: Sales Contract) of meat, meat products and other related items concluded by Greta-Plus Anna Greta spółka komandytowa with its registered office in Brzeziny ul. Sienkiewicza 100, 95-060 Brzeziny, registered in the District Court for Łódź-Śródmieście in Łódź, 20th Division of the National Court Register under KRS number 0000934087, VAT No.: 7322205734, REGON: 520504880 (hereinafter referred to as: “Greta-Plus”/Seller) and its contractors (hereinafter referred to as the “Buyer”).
2. Any deviation from or addition to these General Terms and Conditions of Sale and Delivery (hereinafter referred to as: “GTCSD”) require the prior express written consent of Greta-Plus.
3. The GTCSD constitute an integral part of any Sales Contract concluded by Greta-Plus, however, when the Parties have agreed their rights and obligations in the form of a separate, written agreement, the provisions of such written agreement shall apply first, and the provisions of these GTCSD only to the extent not regulated in the agreement.
4. If the Buyer remains in permanent business relations with Greta-Plus, its acceptance of the GTCSD for one sales contract shall be deemed to constitute the acceptance for subsequent Sales Contracts concluded by the same with Greta-Plus, unless otherwise stipulated by the Parties.
5. The provisions of the Buyer’s General Terms and Conditions of Sale or other documents of this kind are in no way binding on Greta-Plus unless confirmed by Greta-Plus in writing.

§ 2
Method of contract conclusion

1. Offers and price lists provided or made available to the Buyer by the Seller do not constitute an offer within the meaning of the provisions of the Civil Code. The provisions of Article 66¹ § 1 – 3 of the Civil Code shall not apply to the relationship between the Seller and the Buyer.
2. In order to conclude the Sales Contract, the Buyer and the Seller shall conduct negotiations to determine the material provisions of the future Sales Contract. Negotiations may be conducted in a manner acceptable to the Parties, also by email, telephone, instant messaging or in writing. Unless otherwise agreed by the Parties, the purpose of the negotiations is to determine the content of the future Sales Contract.
3. Following negotiations, if an agreement on the material provisions of the contract is reached, the Seller shall draw up the Sales Contract document, sign it and send it to the Buyer for signature by e-mail or instant messaging
4. The Sale Contract shall contain all provisions agreed by the Parties in the course of negotiations, including for example: definition of the Parties to the contract; subject matter of the contract; definition of the method of delivery of the goods; sale price (unit and total); currency of the contract; remuneration for additional services, i.e. transport and/or its insurance; payment term; method of payment; as well as other data necessary for the proper execution of the contract.
5. Subject to paragraph 7, the Sales Contract is concluded on the date of delivery of the Sales Contract signed by the Buyer to the Seller. The signed Sales Contract shall be delivered by the Buyer to the Seller by e-mail no later than within 24 hours of its delivery by the Seller in accordance with section 2 § 3.
6. In the event that the Seller fails to deliver the Sales Contract signed by the Buyer within 24 hours of the Seller delivering the Sales Contract to the Buyer, it shall be deemed that the Parties have concluded the Sales Contract on the date of expiry of the aforementioned deadline. For the avoidance of doubt, the Sales Contract document shall, in the situation referred to in sentence 1 of this paragraph, constitute an offer within the meaning of the Civil Code, which may only be accepted by the Buyer without reservations.
7. From the date of conclusion of the Sales Contract until its completion, the Buyer is not entitled to cancel or reduce its quantity requirement accepted in the Sales Contract, unless it is accepted by the Seller in writing.
8. The Sales Contract shall be signed by persons authorised to make declarations of intent on behalf of the Buyer.
9. The place of conclusion of the Sales Contract shall be the Seller’s registered office.
10. Upon the signing of the Sales Contract by the Buyer, the Buyer declares that it has read and accepted the content of the GTCSD. Through the conclusion of the Sales Contract, the GTCSD shall become an integral part of the Sales Contract.
11. The Seller shall have the right to verify the authenticity of signatures and powers of the persons signed on any documents addressed to the Seller with regard to the conclusion and performance of the Sales Contract. The Buyer shall be obliged to allow verification of the authenticity of signatures and authorisations signed on any documents addressed to the Seller with regard to the conclusion and performance of the Sales Contract, upon each request of the Seller, within 24 hours of receipt of such request. The Buyer’s failure to respond to the Seller’s request shall be deemed to constitute confirmation by the Buyer of the authenticity of the signatures and authorisations of the persons referred to in paragraph 8.
12. The Seller may perform its obligation under the Sales Contract through third parties or entrust the performance of this obligation to third parties (the so-called subcontractors). The above also applies to the option of legal representatives performing the obligation.
13. The date and time of signing the Sales Contract will be determined based on the date and time officially applicable at the time of its conclusion in Poland (winter time: UTC: +01:00 – CET, Central European Time or summer time: UTC: +02:00 – CEST, Central European Summer Time – depending on the time of year). The aforementioned rules for determining date and time shall also apply for determining the date of delivery of the Goods, the date of their acceptance by the Buyer and other dates related to the performance of the Sales Contract.

§ 3
Delivery

1. Delivery of the goods shall be made in accordance with the provisions of the Sales Contract.
2. Any references in the Sales Contract to trade terms (such as EXW, FCA, etc.) shall refer to the most current Incoterms published by the International Chamber of Commerce in Paris at the time of the conclusion of the Sales Contract.
3. Delivery of the Goods shall take place in accordance with the Incoterms indicated in the Sales Contract. The risk of accidental loss of, or damage to, the Goods shall be in accordance with the Incoterms indicated in the Sales Contract.
4. Delivery takes place by handing over the goods to the Buyer or a person authorized by the same (e.g. a freight forwarder or carrier). 
5. The Seller insures the Goods only if this has been expressly stated in the Sales Contract and under the terms specified therein.
6. The Buyer is obliged to collect the ordered Goods on time. If the Buyer fails to collect the Goods on time for reasons beyond the Seller’s control, the Seller shall have the right to sell the Goods to any entity of its choice after:
   • a. 5 (five) hours from the time they were due to be collected by the Buyer – in respect of fresh Goods;
   • b. 2 (two) days after they were due to be collected by the Buyer – in respect of Frozen Goods.
7. If the Buyer or a person authorised by it fails to appear at the place and time of Delivery, the goods shall be deemed to have been delivered. The Seller shall have the right to store the goods at the Buyer’s expense and risk from the time of Delivery. If, during the period of storage of the Goods by the Seller at the Buyer’s expense, the price for the Goods changes, the Seller shall be entitled to claim a surcharge resulting from the difference between the price on the invoice and the current price.
8. Failure to deliver the Goods within the time specified in the Sales Contract, which is not the result of wilful misconduct of the Seller, shall not constitute a breach of the Sales Contract. In the event of non-delivery of the Goods within the timeframe indicated in the Sales Contract, which is not the result of the Seller’s wilful misconduct, the Parties shall agree on an additional reasonable time and place for delivery of the Goods by the Seller. All costs and expenses related to the situation described shall be borne by the Buyer.
9. Failure by the Buyer to accept delivery by the agreed delivery date shall not relieve it of its obligation to pay for this Delivery. 
10. In the event that the Seller requires prepayment of the Price due or security for its payment within 14 calendar days of the conclusion of the Sales Contract, the date of Delivery shall not fall until such prepayment or security has been received in full by the Seller. In the event of failure to comply with the aforementioned deadline for delivery to the Seller of the required prepayment of the Price or security for payment of the Price referred to above, the date of Delivery shall be fixed in consultation with the Buyer after the amount of the prepayment has been paid in full or the Buyer has secured the payment of the Price.
11. The Seller shall have the right to withhold the Delivery if the Buyer fails to fulfil any previous obligations to the Seller for any reason and under any agreement.
12. The Seller may deliver the Goods in instalments and may invoice separately the Deliveries so made on partial invoices. The Buyer may not withhold its payment obligations if the Seller decides to deliver by instalments.
13. In the event that the Sales Contract does not contain provisions concerning detailed specifications of the Goods, quality, packaging or other characteristic elements of the Goods purchased by the Buyer, the Buyer shall be deemed to have left the determination of such elements to the Seller’s discretion and fully accepts the Seller’s choice. The Seller shall endeavour to ensure that the Goods are packaged in a manner appropriate to the mode of carriage agreed between the Parties.
14. Specific labelling requirements must be notified by the Buyer prior to the conclusion of the Sales Contract, otherwise the specification shall be omitted.
15. During acceptance, the Buyer is obliged to examine whether the delivered Goods are in accordance with the order and to determine and immediately inform the Seller of any errors, shortages or damage to the Goods during transport.
16. Upon receipt of the Goods, the Buyer shall confirm that they are in compliance with the order by signing the declaration of receipt of the Goods affixed to the delivery document. Any reservations as to the condition of the Goods and their protection discovered upon receipt or during transport of the Goods must be reported by the Buyer upon receipt of the Goods in writing on the bill of lading or a copy of the delivery note, or a separate acceptance report must be drawn up with a full description of the damage signed by both the driver and the Buyer. The bill of lading and the delivery note, on which no remarks have been made as to the quantity and quality of the ordered Goods, constitute proof of the completion of the order in accordance with the Sales Contract, without any reservations on the part of the Buyer.
    
    

§  4
Accounting for packaging

1. Any packaging material that is eligible for re-use (such as crates, pallets, containers, etc.) issued upon Delivery shall remain the property of the Seller and the Buyer shall return them, unless they are subject to exchange. If the packaging materials are not subject to exchange, the Buyer is obliged to pay the return postage costs to the Seller.
2. The Buyer is obliged to return the packaging materials within two weeks of loading. Failure by the Buyer to return the packaging material will result in the Buyer being charged for all costs relating to the replacement of the packaging material and the purchase costs.
3. The Seller will send the balance of the packaging (number and type of reusable packaging in the Seller’s stock or to be returned to the Seller) at least once a year. If the Buyer does not raise any objections to the balance of the packages received from the Seller within 7 days from the date of receipt of the balance, it is deemed that the Buyer has accepted the balance.
4. The Seller has the right to compensate the Buyer’s packaging with the Seller’s packaging.
5. If, after the compensation referred to above, the Buyer still has not accounted for the Seller’s packaging in the possession of the Buyer, the Buyer is obliged to return them within 14 days. Failure by the Buyer to return the packaging within the aforementioned period will result in the Buyer being obliged to pay the value of the packaging on the basis of an invoice issued by the Seller.
6. If, after the compensation referred to above, the Seller still has packaging of the Buyer not accounted for, the Seller shall request the Buyer by e-mail to collect it within the time specified in the request. If the Buyer fails to comply with this request, the Seller shall have the right, at its discretion, to store the packaging at the Buyer’s expense and risk, to sell the packaging to an entity of its choice at a price determined by it or to dispose of the packaging at the Buyer’s expense.
7. Packaging materials provided by the Buyer to the Seller should be fit for further use. Any damage to the packaging that renders it unsuitable for further use by the Seller excludes the possibility of compensation as referred to above. 
   
   
   

§ 5
Price and payment terms

1. The price for the Goods will be agreed by the Parties in the Sales Contract.
2. The price is charged in the currency agreed by the Parties in the Sales Contract.
3. Unless otherwise agreed in the Sales Contract, the Price for the Goods is net, which means that it does not include the amount of taxes, or customs duties, or other charges that may be applicable. The Buyer shall pay all public law liabilities and other liabilities incurred in connection with the delivery and receipt of Goods and/or services provided under the Sales Contract.
4. Payment is deemed to have been made when the Seller’s bank account indicated on the invoice is credited with the full amount of the Price resulting from the invoice. Payments can only be made in the agreed currency. The Buyer shall not be entitled to set off the Price, or any part of it, against any sums owed by the Seller unless the Seller has expressly agreed to this in writing.
5. For services not provided for in the Sales Contract but performed after consultation with the Buyers and/or for the proper performance of the Sales Contract, the Seller is entitled to appropriate remuneration corresponding to the work performed by the Seller, as well as reimbursement of costs incurred by the Seller.
6. In the event that the Buyer is in delay with the payment of an invoice, the Seller shall be entitled to demand immediate payment by the Buyer of all other invoices that have been issued to the Buyer.
7. Any objections, comments or complaints raised by the Buyer and their handling by the Seller shall not suspend the payment deadline.
8. The Seller has the right to transfer its receivables against the Buyer to any third parties or entities.
9. Any out-of-court costs incurred by the Seller as a result of the Buyer’s failure to fulfil its obligations shall be borne in full by the Buyer.
10. If the Seller grants the Buyer a credit limit, cooperation between the Parties may only take place within the limit granted. If the Buyer exceeds the credit limit or the limit is lifted by the Seller’s insurer, the Buyer will be obliged to make an advance payment for the ordered goods in the amount of 100% of their value.
11. Regardless of the credit limit granted to the Buyer, payment of all amounts shall become due immediately: (i) if any sum (in respect of the Goods or otherwise) is not paid to the Seller on or before the due date; and/or (ii) if the Buyer applies for an interim order or proposes a voluntary arrangement with the Buyer’s creditors; or does or fails to do anything that would entitle the Buyer to apply for bankruptcy or the appointment of a receiver of all or any part of the Buyer’s assets; or which entitles any person to apply for an administrative order or liquidation of the Buyer.
12. If the Goods are exported outside the EU customs territory, the Buyer is obliged to provide the Seller with documents confirming that the Goods have left the EU customs territory, within 7 days from the date the Goods leave the EU customs territory. If this obligation is not fulfilled, the Buyer will be obliged to pay the amount resulting from the correction invoice issued by the Seller, including the VAT rate for goods not leaving the EU customs territory, within the time specified on that invoice.

§ 6
Retention of title

1. The Seller reserves the right of ownership title of the Goods sold, pursuant to the provisions of Article 589 of the Civil Code, which means that the Buyer becomes the owner of the Goods at the moment of full payment for these Goods within the time limits specified by the Seller.
2. If the Buyer fails to pay within the specified time limit, the Seller has the right to require the Buyer to return the Goods for which the Buyer has not paid on time. All costs relating to the return of the goods shall be borne by the Buyer. In addition, the Seller may also claim compensation if the value of the Goods has been reduced in relation to the value stated in the invoice, including if the Goods have been worn out, damaged or are past their expiry date.
3. At the Seller’s request, the Buyer is obliged to provide immediately all information about where the Goods subject to retention of title are stored.
4. The Buyer shall bear the risk of accidental loss of or damage to the Goods during the period between delivery and the transfer of ownership of the Goods to the Buyer. The Seller may require the Buyer to conclude a contract of insurance of the Goods against accidental loss or damage for the aforementioned period up to the amount corresponding to the full value of the Goods or to transfer to the Seller all rights resulting from the aforementioned insurance contract. In this case, the Buyer shall be obliged to send a copy of the insurance policy for the Goods to the Seller as soon as it is received.
5. The Buyer is obliged to store any Goods to which the Seller has the right of ownership in places that are clearly separated from other Goods and in suitable conditions so that the Goods can be identified as coming from the Seller.
6. The Buyer may not dispose of the Goods to which the Seller has title, except in the ordinary course of business. This does not include the disposal of the Goods for the purpose of ensuring their safety and fitness for use (the Goods must remain free from encumbrances or liens).

§ 7
Complaints

1. Any complaints regarding invoices for delivered goods must be reported to the Seller in writing within 5 days of delivery of the invoice.
2. In relations with entrepreneurs, the Seller’s liability under implied warranty for the Goods sold is excluded. The Seller shall be liable to the other Buyers under implied warranty in accordance with the Civil Code.

§ 8
 Right of withdrawal

1. If the Buyer fails to make any payment under the Sales Contract within the specified time limit, the Seller has the right to withdraw from the Sales Contract by submitting a written declaration of withdrawal to the Buyer.
2. If the Buyer breaches or neglects its essential obligations, other than those specified above, the Seller, without prejudice to other rights and remedies to which it is entitled, has the right to withdraw from the Sales Contract by means of a written declaration of withdrawal delivered to the Buyer, provided that it has previously notified the Buyer of the occurrence of the breach, giving the Buyer an additional reasonable period of time to remedy the breach, which shall not be less than 7 (say: seven) days, and the Buyer has not remedied the breach within such additional period.
3. In the event of a force majeure event occurring after the conclusion of the Sales Contract and which prevents the Seller from performing in whole or in part its obligations under the Sales Contract, the Seller shall be released from liability for the timely performance of the Sales Contract for the duration of such event. The performance of the Seller’s obligation shall be extended accordingly by the period of time during which the force majeure event occurs, provided that the Seller notifies the Buyer of the force majeure event within 7 working days of its occurrence. The above provision shall be without prejudice to the Seller’s right to withdraw from the Sales Contract (in whole or in part) in the event of a force majeure event, within 14 days from the date of the force majeure event.
4. Force majeure events include: acts of nature such as fires, earthquakes, hurricanes, typhoons, lightning strikes, hailstorms, epidemics, armed violence, including wars, hostilities, rebellions, riots, terrorist activities, revolutions, military coups, strikes, illegal strikes, lockouts, blockades, acts of state or international bodies, including export bans, import bans embargoes, foreign exchange restrictions, environmental pollution, epidemic of infectious disease, pandemic of contagious disease and any restrictions arising therefrom, non-performance or untimely performance by a third party involved in the Seller’s performance of contracts, including a supplier, other circumstances of an extraordinary nature beyond the Seller’s control.
5. From the date of the occurrence of the force majeure event, the Seller shall be released from any liability, including liability for damages to the Buyer for the Seller’s failure to perform the Sales Contract due to the occurrence of the force majeure event. In the event that the Seller withdraws from the Sales Contract (in whole or in part) due to a force majeure event, the Buyer shall not be entitled to a claim for reimbursement of its costs or a claim for damages against the Seller.
6. Notwithstanding the provisions indicated above, the Seller shall have the right to withdraw from the Sales Contract (in whole or in part) within 14 days of its conclusion. In the event of withdrawal from the Sales Contract (in whole or in part), the Buyer shall not be entitled to a claim for reimbursement of its costs or a claim for damages against the Seller.
7. The Seller shall have the right to withdraw from the Sales Contract (in full or in part) in a situation where a petition for bankruptcy of the Buyer has been filed, or where the Buyer fails to perform its due monetary obligations, within 14 days from the day the Seller learns that a petition for bankruptcy of the Buyer has been filed or from the day the Seller learns that the Buyer has failed to perform its due monetary obligations. In the event of withdrawal from the Sales Contract (in whole or in part), the Buyer shall not be entitled to a claim for reimbursement of its costs or a claim for damages against the Seller.
8. The Buyer shall only be entitled to withdraw from the Sales Contract due to the Seller’s negligence to the extent that the Seller, even after a written request, fails to remedy the defect in an acceptable manner within a reasonable period resulting from the circumstances of the given case.
9. If the Buyer withdraws from the Sales Contract concluded with the Seller, the Seller shall be entitled to charge the Buyer for the costs incurred and/or to be incurred in connection with the exercise of the right of withdrawal, subject to a minimum of 15% on the value of the Sales Contract up to the full amount of the costs incurred.

§ 9
Liability for damages

1. Unless otherwise stipulated by mandatory provisions of law or these GTCSD, the Seller’s liability shall always be based on the principle of fault and shall be limited only to cases of wilful misconduct and gross negligence. This liability shall always be limited to damage that is the normal, foreseeable and direct consequence of an act or omission of the Seller. Any further liability of the Seller for non-performance or undue performance of the Sales Contract than provided for in these GTCSD, subject to mandatory provisions of law, shall be excluded. In any event, it shall not cover, in particular, indirect damage, damage in the form of lost profits and production losses.
2. The provisions of paragraph 1 above shall apply mutatis mutandis to claims for damages other than for non-performance or undue performance of the Sales Contract, in particular to claims resulting from tort, with the exception of claims for liability for damage caused by a dangerous product and for personal injury.
3. To the extent that the Seller’s liability is excluded or limited, this exclusion or limitation shall apply to the personal liability of the Seller’s legal representatives, employees and co-workers and persons to whom the Seller has entrusted the performance of an obligation.
4. In no event shall the Seller be obliged to pay damages in excess of the amount that the Seller may recover from its insurers in respect of damages for which it is liable. If the insurer does not pay compensation or the damage is not covered by insurance, liability is limited to the net invoice value, but in any case to a maximum of EUR 5,000. If a series of claims for damages arise from the same cause or the same group of causes, the above also applies with the proviso that the Seller’s total liability to the Buyer in question is limited to EUR 25,000, which amount will be paid pro rata.

§ 10
Confidentiality

The Buyer acknowledges that during cooperation with the Seller, it may have access to information constituting the Company’s business secret within the meaning of the Act of 16 April 1993 on Combating Unfair Competition, i.e., inter alia: information regarding the Seller’s plans, technical, technological, accounting, financial, commercial and organizational information. At the same time, the Buyer undertakes to protect the aforementioned information and to keep it strictly confidential.

§ 11
Jurisdiction and applicable law

1. The place of performance of contracts concluded under these GTCSD is Brzeziny.
2. The competent court for the settlement of disputes arising from sales contracts concluded between the Seller and the Buyer shall be the court with jurisdiction over the Seller’s registered office.
3. The law exclusively applicable to sales contracts concluded between the Seller and the Buyer as well as to these GTCSD shall be the law of Poland. The application of conflict of laws rules of private international law is excluded.
4. The provisions of the Civil Code shall apply to matters not covered by these GTCSD.
5. The invalidity of individual provisions shall not affect the validity of the remaining provisions of the GTCSD.

§ 12
Personal data protection

1. The controller of the personal data of the Buyer/persons acting on behalf of the Buyer is Greta-Plus Anna Greta spółka komandytowa with its registered office in Brzeziny, ul. Sienkiewicza 100, 95-060 Brzeziny, registered in the District Court for Łódź-Śródmieście in Łódź, 20th Division of the National Court Register under KRS number 0000934087, VAT No.: 7322205734, REGON: 520504880.
2. Personal data of the Buyer/persons acting on behalf of the Buyer (name and surname, address of residence/correspondence address, telephone number, VAT number) will be processed:
   • a) in order to conclude and execute the Sales Contract pursuant to Article 6(1)(b) of the GDPR, i.e. processing is necessary for the execution of the contract to which the data subject is a party;
   • b) in order to fulfil the legal obligation incumbent on the Administrator, i.e. pursuant to Article 6(1)(c) of the GDPR;
   • c) in order to consider complaints, grievances and applications, pursuant to Article 6(1)(f) of the GDPR, i.e. for the purpose resulting from the legitimate interests of the Controller;
   •  d) for the purpose of asserting and defending against such claims on the basis of Article 6(1)(f) of the GDPR, i.e. the legitimate interest of the Controller.

4. The recipients of the personal data of the Buyer/persons acting on behalf of the Buyer will be exclusively entities cooperating with the Controller in the implementation of the sales and delivery process. The data entrusted to them will be provided to the extent and for the purpose necessary to execute the Sales Contract and prepare the offer.
5. The personal data of the Buyer/persons acting on behalf of the Buyer will not be transferred to a country outside the European Economic Area.
6. As regards the processing of personal data, the Buyer/persons acting on behalf of the Buyer shall have the following rights:
   • a) the right of access (pursuant to Article 15 of the General Data Protection Regulation);
   • b) the right to rectification of data (pursuant to Article 16 of the General Data Protection Regulation);
   • c) the right to erasure (pursuant to Article 17 of the General Data Protection Regulation);
   • d) the right to restriction of processing (pursuant to Article 18 of the General Data Protection Regulation);
   • e) the right to data portability (pursuant to Article 20 of the General Data Protection Regulation);
   • f) the right to object (pursuant to Article 21 of the General Data Protection Regulation);
   • g) the right to lodge a complaint with a supervisory authority (the President of the Personal Data Protection Office) if it is considered that the processing of personal data concerning the Buyer/persons acting on behalf of the Buyer violates the provisions of the General Data Protection Regulation.

7. If the Buyer/persons acting on behalf of the Buyer wish(es) to exercise the rights mentioned in paragraph 6 above, please contact: office@greta-plus.pl.
8. The provision of personal data by the Buyer/persons acting on behalf of the Buyer is voluntary, although necessary for the conclusion of the Sales Contract.

§ 13
Entry into force

These provisions enter into force on 1 September 2023 and apply to contracts entered into under the GTCSD after that date.