GENERAL TERMS AND CONDITIONS OF SALE/SUPPLY (GTC)

§ 1
GENERAL PROVISIONS

Definitions:
1. Seller / Supplier – STRZELCZYK spółka z ograniczoną odpowiedzialnością [a limited liability company] with its registered office in Warsaw, 58 Marszałkowska St., premises 11 and 12, 00-545 Warsaw, registered in the Register of Entrepreneurs under KRS number: 0001055409, whose registration files are located in the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register, NIP number: 7011162661, however for the purposes of these General Terms and Conditions it is permitted to use the designation Seller or Supplier interchangeably;
2. NATURAL POLAND – the brand, which right to use – on the basis of separate agreements – belongs to STRZELCZYK Spółka z ograniczoną odpowiedzialnością [a limited liability company]. The word and graphic form: “NATURAL POLAND ENERGY FROM NATURE” is covered by the right of protection for the word and graphic mark granted on the basis of the decision of the Patent Office of the Republic of Poland of 10.05.2017, exclusive right number R.299343;
3. Buyer / Customer – a natural person, legal entity or organizational unit to which legal personality is granted by law, concluding an agreement with the Seller, referred to in the General Terms and Conditions of Sale / Delivery Agreement, directly related to its business or professional activity, whereby for the purpose of these General Terms and Conditions it is permissible to use the designation Buyer or Customer interchangeably;
4. Party / Parties – the Seller or the Buyer or jointly the Seller and the Buyer, respectively;
5. Contract – the contract of sale or delivery entered into by the Parties;
6. Subject of the Contract – sale / supply of the Seller’s product range including, in particular:
  - Cosmetic raw materials.
  - Plant extracts.
7. GTC – General Terms and Conditions of Sale / Supply
The GTCs shall be applicable to any Agreements concluded by the Parties, the subject matter of which has been defined above, of which the Seller shall inform the Buyer prior to conclusion of the Agreement by delivering the content of the GTCs or indicating the place of their publication on the Seller’s website in such a manner that the Buyer may easily familiarise himself with their content and download, store and reproduce the GTCs in the ordinary course of business.
The GTCs may only be accepted by the Buyer without reservation. In view of the above, the Buyer’s response to an offer subject to any changes or additions to the GTCs shall not result in the conclusion of a Contract on the modified terms and conditions. Failure to notify the Buyer of his intention not to conclude a Contract on the terms and conditions referred to, attached or included in the Buyer’s order shall not be deemed to be a waiver of the Seller’s application of the GTCs.

§ 2
CONCLUSION OF THE CONTRACT. AN OFFER

Any and all catalogues, presentations, price lists etc. of the Seller, including those bearing the features of an offer, addressed to the general public as well as to a specific customer, are of solely informative and non-binding nature for the Seller, constituting only an invitation to submit offers. The aforementioned materials constitute an offer within the meaning of Article 66 of the Civil Code only if it is explicitly indicated in their content.
An agreement between the Parties including the provisions of the GTCs shall come into effect in the event of:
1. the conclusion of the Agreement in written or documentary form;
2. issuance of an order by the Buyer in response to the Seller’s offer (whereby the Seller’s offer may be made in any possible form);
3. acceptance of delivery or the Buyer’s consent to send the Contract Item;
4. any other act or omission of the Purchaser in connection with the dispatch/delivery of the Subject Matter of the Contract which gives effect to the Contract;
  
  whichever comes first. Any oral agreements or assurances of the parties amending the provisions of the Contract shall only be binding if confirmed by the Seller in writing or by e-mail.
The Seller shall remain bound by its offer for the period specified therein or, if no such period is specified, for 30 (thirty) days from the date of the offer. If the Seller expressly indicates that the period within which he expects the Buyer to respond to the offer is indefinite, he shall remain bound by such offer until it is revoked.
Any information, announcements, advertisements, price lists and the like addressed to potential Buyers, including information provided by the Seller’s employees otherwise than in writing or in documentary form) shall not constitute an offer. The above constitute an invitation to conclude a contract within the meaning of the Civil Code.
A statement made in writing by the Seller shall constitute an offer if the Seller specifies the subject of the Contract and the price, quantity, method of packaging and place and date of delivery are clearly indicated. The requirements of the Civil Code regarding offers made in electronic form shall not apply.
Specifications, descriptions as well as drawings or photographs of the subject of the Contract included in catalogues, brochures, websites or other information and advertising materials of the Seller serve only for illustrative purposes and do not constitute part of the offer, unless expressly referred to in writing in such an offer.

§ 3
PRICE. TERMS OF PAYMENT

Unless otherwise agreed by the Parties in writing, the price of the Contract Subject is included in the offer presented to the Buyer. The prices quoted are net prices and do not include VAT or other taxes and duties. Any and all taxes and other public charges related to the production, sale and use of the subject of the Contract which the Seller is obliged to pay and collect from the Buyer, the Buyer shall pay to the Seller, unless he provides the Seller with a certificate documenting the relevant tax exemption accepted by the competent tax authority.
Prices do not include license, copyright or industrial property rights, technology and recipes or production documentation.
Unless other payment terms have been agreed as a result of negotiations, the Buyer shall be obliged to make an advance payment of the price with the placement of the order. The value of the advance payment is subject to agreement in the Contract.
If the price is not paid, the Seller may withdraw from the Contract in the part in which the Contract has not yet been fulfilled. The right to withdraw from the Contract may be exercised by the Seller within 30 (thirty) days from the expiry of the deadline for payment of the purchase price.
The Seller may claim interest for the time of delay in payment at the statutory interest for delay in commercial transactions. Such interest shall accrue from the due date determined in accordance with the provisions of the Agreement and the GTCs until the date of payment.
The submission by the Purchaser of any claims against the Seller, including warranty claims, shall not constitute grounds for withholding payment for the Subject of the Contract.
The Parties exclude the Purchaser’s right to deduct its receivables from the Seller from the price due for the Subject of the Contract.
Payment for the performance of the Subject of the Contract shall be made in each case by transfer to the Seller’s bank account indicated on the VAT invoice within the time limit indicated in the order (in accordance with the Contract or the GTCs).

§ 4
DELIVERY

Delivery dates and delivery periods shall only be binding if they have been confirmed by the Seller in writing or by e-mail and provided that the Buyer submits in good time all information and documents required for delivery and – if the Parties so agree – provided that the Buyer has paid an advance in the manner and amount agreed between the Parties.
The terms of delivery and liability for the passing of risk to the Buyer shall be interpreted in accordance with the Incoterms in the version in force at the time of conclusion of the Contract. Therefore, unless the Contract provides otherwise, the risk of accidental loss of or damage to the Contract Item shall pass from the Seller to the Buyer upon:
- delivery determined in accordance with Incoterms;
- place the Subject of the Contract at the disposal of the Buyer in the event of unjustified failure to take delivery of the Subject of the Contract by the Buyer.
The risk of accidental loss of or damage to the Contract Items in the event of return shall pass to the Seller upon their delivery.
The Buyer acquires ownership of the Subject of the Contract upon payment of the price in full.
Where the Contract provides for delivery terms other than Ex works and where the Seller is required to ensure delivery of the Contract Item to the place indicated by the Buyer, the Seller shall arrange transport in accordance with the instructions given by the Buyer, but in the absence of such instructions the Seller shall at its sole discretion select the mode of transport and the carrier. Any non-standard requirements of the Buyer with regard to transport shall be deemed to be unreserved. If necessary, the Seller may pre-pay the transport costs and charge them to the Buyer by placing them as a separate item on the invoice.
The purchaser is obliged to obtain all authorizations, in particular import licenses, which may be required by foreign administrative authorities in connection with applicable trade control regulations.
The Subject of the Contract is intended for use in the country of destination specified in the Contract. The Buyer shall be obliged to obtain information and possible permits on its own on the export of the Contract Subject from the territory of the Republic of Poland.
In the event of a delay in acceptance of the Subject of the Contract by the Buyer, the Seller shall set an appropriate, additional time limit for acceptance to the Buyer, with the threat that in the event of ineffective expiry of the set time limit he shall be entitled to withdraw from the Contract. In the event of withdrawal from the Contract, the Seller may claim from the Buyer compensation for the damage resulting from non-performance of the obligation.

§ 5
ACCEPTANCE OF GOODS

At the time of delivery, the Buer shall inspect the Subject of the Contract and document in writing any shortcomings or damage. In the event that transport is commissioned by the Seller, the inspection of the Contract Item shall take place at the time of receipt of the consignment.
The Buyer shall be obliged to notify quantitative defects in the Subject of the Contract within 10 calendar days of its receipt, and qualitative defects in the subject of the Contract within 30 calendar days of its receipt. Failure to notify the Seller within the aforementioned time limits shall be conclusive evidence that the Subject of the Contract was received / delivered in the correct quantity and in an undamaged condition.
No later than at the time of the conclusion of the Contract, the Parties may agree in writing that the Buyer shall carry out a preliminary inspection of the Subject of the Contract at the Seller’s premises prior to delivery.
The Seller shall have the right to examine the Subject of the Contract subject to the Buyer’s claims and therefore the Buyer shall be obliged to allow the Seller, with due notice, access to its warehouses and documents to the extent necessary to examine the quality and completeness of the Subject of the Contract. At the Seller’s request, the Buyer shall be obliged to provide the Seller with samples of the Subject of the Contract he considers defective for the purpose of verification. Without the Seller’s prior written consent, the Seller shall not accept the return of the Subject of the Contract. The Buyer shall be obliged to cover all costs incurred by the Seller resulting from the Buyer’s unjustified claims.

§ 6
SELLER RESPONSIBILITY. HANDLING

The limit of the Seller’s liability arising from the Contract or from tort shall be limited to the value of the actual damage, but not more than an amount equivalent to the net purchase price.
In the event that the Buyer requests a broader scope of liability than that set out above and it is possible to obtain insurance cover to that extent, the Seller may, in response to a written request from the Buyer, offer a higher limit of liability provided that the Buyer has previously paid the insurance premium and complied with the insurer’s requirements. The Seller’s liability in such a case shall be limited to the amount it has received as compensation and, to the extent permitted by the terms and conditions of insurance, the Seller may name the Buyer as an additional beneficiary.
The Parties exclude Seller’s liability under warranty for physical defects of the Contract Subject. The Parties also exclude the Seller’s liability for the suitability of the subject of the Contract for the purpose intended by the Buyer, unless in this respect the Seller has given appropriate assurances in writing.

§ 7
FORCE MAJEURE

The Parties will not be liable for non-performance or improper performance of the Contract caused by force majeure.
Force majeure shall mean such events which are beyond the control and not the fault of either Party, which cannot be foreseen or avoided, and which arise after the conclusion of the Contract and become an obstacle to the performance of the contractual obligations. Events considered to be force majeure include, in particular:
- wars and other armed actions, mobilization, requisitions or embargoes;
- revolutions, civil wars, civil or military coups;
- a state of natural disaster, including those caused by fires, floods, earthquakes;
- epidemics, an epidemic threat or the danger of the spread of an infection or contagious disease which is likely to endanger human life or health;
- radioactive radiation or radioactive contamination of the area;
- general strikes or of a particular industry;
- disruption to systems: transport (e.g. closure of seaports or airports, stoppage of rail trains, road blockage), energy (e.g. production or supply system failures) or supply (e.g. factory closures or production or supply stoppages).
In the event of force majeure, the Parties shall immediately, no later than seven (7) days from the date of the occurrence of the circumstance constituting force majeure, notify the other Party of the occurrence of such conditions and the cause thereof, unless this is impossible due to the force majeure, and of the termination of the force majeure.
The Party claiming force majeure shall – at the request of the other Party – demonstrate that the circumstances invoked by it prevented it from performing its contractual obligations.
Each Party shall at all times use all reasonable endeavors to minimize any adverse effect on the performance of the Contract as a result of force majeure.
The delivery periods agreed between the Parties shall be extended accordingly by the duration of the force majeure event. If an event of force majeure prevents the execution of this Agreement for more than 1 (one) month, the Parties shall be entitled to terminate the Agreement with immediate effect.

§ 8
CONFIDENTIAL INFORMATION

The Buyer shall be obliged, during the term of the Contract with the Seller and indefinitely after its expiry, to maintain secrecy and not to disclose, disclose to third parties and not to use for any other purpose than for the performance of the Agreement, technical, technological or organizational information and other information of economic value concerning the Seller and not disclosed to the public. Breach of the aforementioned obligation by the Purchaser shall constitute an act of unfair competition as specified in Article 11(1) of the Act on Combating Unfair Competition of 16 April 1993.
The Seller shall not authorize the Buyer to use any industrial property rights transferred under the GTC and the Contract, unless expressly agreed and specified in writing. The Buyer acknowledges that, unless the Parties have expressly agreed otherwise in writing, the Seller is in no way restricted in its ability to offer the Contract Item to others.

§ 9
FINAL PROVISIONS

All communications in relation to a Contract entered into under the GTCs shall be in writing by post, facsimile or e-mail and shall be addressed to the address of the other Party listed below or any other address specified by the other Party in writing or arising from the public register. In the case of the Seller:
- 58 Marszałkowska St., premises 11 and 12, 00-545 Warsaw, tel.: +48 22 112 10 97, e-mail: kontakt@naturalpoland.com, with a copy to the Seller’s employee in charge of matters with the Buyer.
  
  In the case of the Buyer:
- to the Buyer’s address specified in the order or any other address previously used in contacts with the Seller.
The GTCs constitute a binding agreement between the Parties and their legal successors, in particular Buyers of the enterprise or its organized part related to the Contracts concluded on the basis of these GTCs. The rights and obligations arising from the GTCs may only be transferred to third parties by universal succession, with the Seller retaining the right to assign or transfer claims arising from the Contract. No provisions of the GTCs other than those mentioned above shall be deemed to confer the right to transfer rights and obligations under the GTCs to any third party.
Should any provision of the GTCs be or become invalid, ineffective or unenforceable, the Parties acknowledge that the legal transaction concluded on the basis of the GTCs shall remain in force as regards the remaining parts thereof to the extent permitted by law. The Parties undertake to replace the invalid, ineffective or unenforceable provisions referred to above by provisions that are as close as possible to the agreed consensual intention of the Parties and the economic purpose of the transaction concluded on the basis of the GTCs.
Contracts concluded on the basis of the GTCs shall be governed by Polish law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
In the event that a dispute arises in connection with the Contract or the GTC, the Parties shall resolve the dispute amicably. In the event that the Parties fail to reach an agreement within 14 (fourteen) days from the date of notification of the dispute to the Party by the other Party, the dispute shall be submitted for settlement to the competent court for the registered office of the Seller.
The GTCs may be amended by the Seller at any time. The amendment shall become effective as of the date of publication of the new GTCs. The amended GTCs shall apply to orders placed after the amended terms and conditions of the GTCs come into force, unless the Parties agree otherwise in a consensual and express manner.
The GTCs are published on the Seller’s website.
The GTCs have been drawn up in two language versions, Polish and English; in the event of any discrepancy between the language versions, the Polish version shall prevail.

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