These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") define the rules for the sale of Goods by Flavorika Spółka z ograniczoną odpowiedzialnością with its registered office in Lublin to entrepreneurs.
The General Terms and Conditions of Sale apply to all Sales Agreements concluded by the Seller, in particular:

a) via the online store,

b) based on orders placed via e-mail,

c) on the basis of telephone orders, provided they have been confirmed by the Seller,

d) based on individual commercial offers,

e) as part of permanent commercial cooperation.

The General Terms and Conditions of Sale constitute an integral part of each Sales Agreement concluded by the Seller, unless the Parties expressly agree otherwise in writing or in a document.
Placing an order by the Buyer constitutes acceptance of these GTC.

§ 2. Seller's details

1. The seller is:

Flavorika Limited Liability Company
ul. Zawieprzycka 7
20-228 Lublin Poland
NIP: 7133120824
REGON: 522996811
KRS: 0000990267
BDO: 000576020
EORI: PL713312082400000
REX: PLREX390000247147
DUNS: 849450914

E-mail address: biuro@flavorika.com

2. The Seller conducts business activities in accordance with applicable law of the Republic of Poland.

§ 3. Scope of application of the General Terms and Conditions

The General Terms and Conditions apply to all Buyers who are entrepreneurs within the meaning of applicable law.
The General Terms and Conditions of Sale do not apply to sales to consumers, unless mandatory provisions of law provide otherwise.
In the event of any discrepancies between the content of the General Terms and Conditions and the individual arrangements made by the Parties, the individual arrangements confirmed in writing or in documentary form shall prevail.
The application of general terms and conditions of purchase or other standard contracts used by the Buyer is excluded, unless the Seller has given its prior consent in writing or in a document.

§ 4. Nature of commercial cooperation

The sales conducted by the Seller are wholesale and are directed exclusively to entrepreneurs.
The Buyer declares that he purchases the Goods in connection with his business or professional activity.
The Seller may verify the Buyer's identifying data, in particular by checking the data contained in public business registers or requesting documents confirming the conduct of business activity.
The Seller reserves the right to refuse to conclude a Sales Agreement if:

a) The buyer does not have the status of an entrepreneur,

b) the data provided by the Buyer is false or incomplete,

c) the execution of the order would violate applicable law,

d) there is a reasonable suspicion that the Goods are being used in a manner inconsistent with the law or their intended purpose.

§ 5. Documents related to the sale

1. The GTC should be interpreted in conjunction with other documents provided by the Seller, in particular:

a) Regulations of the online store,

b) Privacy Policy,

c) Cookies Policy,

d) Newsletter Regulations,

e) individual commercial offers,

f) product specifications, technical data sheets, safety data sheets and other documentation provided by the Seller.

2. In the event of a contradiction between documents, priority is given to:

a) individual Agreement or offer accepted by the Parties,

b) individual arrangements made in writing or documentary form,

c) these General Terms and Conditions,

d) Regulations of the online store – regarding orders placed via the Store.

§ 6. Definitions

The terms used in the General Terms and Conditions have the meaning specified in the Regulations of the online store, unless these General Terms and Conditions provide otherwise.
Whenever the General Terms and Conditions of Sale refer to:

a) Seller – this shall be understood as Flavorika Spółka z ograniczoną odpowiedzialnością;

b) Buyer – this should be understood as an entrepreneur purchasing Goods from the Seller;

c) Goods – this shall be understood as all products offered by the Seller, including food flavourings, food colourings, packaging and other products included in the commercial offer;

d) Sales Agreement – this shall be understood as an agreement concluded between the Seller and the Buyer on the terms specified in the General Terms and Conditions and applicable legal provisions.

Chapter II – Conclusion of the Agreement and placing Orders

§ 1. Invitation to conclude the Agreement

Commercial information, catalogues, price lists, advertising materials, online publications, information found on the Seller's website, online store, social media and other communication channels are for informational purposes only and do not constitute an offer within the meaning of Article 66 of the Civil Code, unless the Seller expressly states otherwise.
Published photographs, visualizations, technical descriptions, technological data, dimensions, colors, parameters and other information regarding the Goods are for illustrative purposes only and may be subject to change due to product development, technological changes or legal requirements.
The Seller reserves the right to correct any clerical, accounting, editorial and technical errors in sales materials.

§ 2. Placing Orders

The Buyer may place Orders:

a) via the online store,

b) by e-mail,

c) based on an individual commercial offer,

d) through the Seller's sales representative,

e) in another manner accepted by the Seller.

The order should include at least:

a) full details of the Buyer,

b) Tax Identification Number (NIP) or other appropriate identification number,

c) contact person details,

d) delivery address,

e) data for issuing an invoice,

f) name of the Goods,

g) quantity,

h) delivery method,

i) chosen payment method.

The Seller may ask the Buyer to provide any missing information before accepting the Order for execution.
Failure to provide the required data may result in refusal to process the Order.

§ 3. Confirmation of Order Acceptance

The mere receipt of the Order by the Seller does not mean its acceptance for execution.
The sales contract is concluded when the Seller sends the Buyer confirmation of acceptance of the Order for execution or another unequivocal statement of its acceptance.
The seller may:

a) accept the Order in its entirety,

b) accept the Order partially,

c) propose a change in the quantity, date or conditions of implementation,

d) refuse to accept the Order.

In the event of partial execution of the Order, the Agreement is concluded only to the extent accepted by the Seller, unless the Buyer raises an objection within the time limit specified by the Seller.

§ 4. Commercial offers

Commercial offers prepared by the Seller are valid only for the period indicated in their content.
If the offer does not specify a validity period, it is assumed to be valid for 7 calendar days from the date of its preparation.
After the validity period, the offer expires without the need to submit additional declarations.
The Seller has the right to change the offer before it is accepted by the Buyer.

§ 5. Cancellation of Order

The Buyer may request cancellation of the Order before its execution begins.
The Seller is not obliged to consent to the cancellation of the Order.
In the case of Goods imported to individual order, manufactured according to the Buyer's specifications or packaged for his needs, cancellation of the Order may be impossible or may involve the Buyer being obliged to cover the costs incurred by the Seller.

§ 6. Minimum sales quantities

The seller may specify minimum order quantities (MOQs), minimum order values, or multiples of retail packages.
Information about the restrictions referred to in paragraph 1 may result from:

a) commercial offer,

b) specification of the Goods,

c) information posted in the Store,

d) individual arrangements with the Buyer.

The Seller may refuse to fulfill an Order that does not meet the requirements specified in this paragraph.

§ 7. Availability of Goods

All Orders are fulfilled taking into account the current availability of Goods.
In the event of unavailability of all or part of the Goods, the Seller will inform the Buyer and present a proposal:

a) extension of the implementation deadline,

b) partial implementation,

c) additional shipping costs,

d) delivery of equivalent Goods – only after obtaining the Buyer's consent,

e) cancel the unfulfilled part of the Order and refund the funds paid, if they have already been paid.

The Seller shall not be liable for temporary unavailability of the Goods resulting from circumstances beyond its reasonable control, in particular supplier delays, logistical problems or force majeure events.

Chapter III – Prices, payment terms and security of receivables

§ 1. Prices

All prices for Goods quoted by the Seller are net prices, unless expressly stated otherwise. Value Added Tax (VAT) is added to these prices at the rate applicable on the invoice date.
Prices published in the Online Store are subject to change. Price changes do not affect Orders accepted by the Seller for fulfillment, unless the Parties agree otherwise.
In the case of export or intra-Community sales, prices are determined in accordance with applicable tax regulations and commercial terms agreed by the Parties.
Unless otherwise indicated, prices do not include transport, insurance, customs duties, import taxes or other costs related to delivery outside the territory of the Republic of Poland.

§ 2. Payment terms

The Buyer may make payment using the methods provided by the Seller, in particular:

a) bank transfer,

b) PayU system,

c) ING Pay,

d) other methods provided by the Seller.

The date of payment is deemed to be the date on which the Seller's bank account is credited with the full amount due.
The Seller may make the commencement of the Order execution conditional upon receipt of payment or confirmation of its authorization.
If a deferred payment date is agreed, the Buyer is obliged to settle the amounts due under the issued invoice in a timely manner.

§ 3. Invoices

The Seller issues VAT invoices in accordance with applicable law.
The Buyer accepts receiving invoices in electronic form, unless he notifies the Seller otherwise before concluding the Agreement.
Invoices may be sent to the e-mail address provided by the Buyer.

§ 4. Late payments

In the event of delay in payment, the Seller has the right to charge default interest in commercial transactions in the amount resulting from applicable law.
Regardless of the interest, the Seller may claim compensation for the costs of recovering the debt and damages exceeding the amount of such compensation if the damage suffered was higher.
In the event of delay in payment, the Seller may:

a) suspend the execution of current Orders,

b) refuse to accept further Orders,

c) make further cooperation conditional on prepayment or the establishment of additional security.

§ 5. Merchant limits

The Seller may grant the Buyer a trade limit or deferred payment deadline based on an individual assessment of cooperation and payment credibility.
The granting of a trade limit is discretionary and does not constitute an obligation on the Seller to maintain it.
The Seller may at any time:

a) change the merchant limit,

b) suspend its validity,

c) withdraw the trade limit if it considers that there is an increased risk of default by the Buyer.

§ 6. Set-offs and assignment of receivables

The Buyer is not entitled to offset its receivables against the Seller's receivables without the Seller's prior written consent, unless mandatory law provides otherwise.
The Buyer may not transfer the rights or obligations arising from the Sales Agreement to a third party without the prior consent of the Seller expressed in documentary or written form.

§ 7. Reservation of ownership rights

Until the full price and any incidental charges are paid, the Seller remains the owner of the Goods, to the extent permitted by applicable law.
The Buyer undertakes to properly secure the Goods until the transfer of ownership and not to take any actions that could infringe the rights of the Seller.
In the event of a delay in payment, the Seller may pursue its rights in accordance with applicable law, including demanding the release of the Goods, if this is legally permissible.

§ 8. Settlement currency

Settlements between the Parties are made in the currency indicated on the invoice or in the individual commercial offer.
In the case of foreign sales, the Parties may agree on settlements in foreign currencies.
If legal provisions require the use of a specific exchange rate for tax or accounting purposes, the relevant provisions of applicable law shall apply.

Chapter IV – Delivery of Goods, Passing of Risk and Acceptance

§ 1. Delivery area

The Seller sells Goods within the territory of the Republic of Poland and to European Union countries and selected third countries, in accordance with applicable law and logistical possibilities.
Deliveries outside the territory of the Republic of Poland may be subject to compliance with additional legal, customs, tax or administrative requirements.
The Seller reserves the right to refuse to fulfill an Order to a country whose regulations prevent the legal sale of Goods or whose service would involve excessive commercial or sanction risk.
Information about the possibility of delivery to a given country may be provided to the Buyer before concluding the Sales Agreement.

§ 2. Order fulfillment deadlines

The Order completion date is each time determined by the Seller after confirming acceptance of the Order for execution.
The deadlines provided by the Seller are estimates, unless the Parties have expressly agreed on a binding deadline.
The execution period begins after:

a) confirmation of the Order by the Seller,

b) receipt of full payment or confirmation of its authorization – if prepayment is required,

c) receiving all information necessary to complete the Order.

The Seller shall not be liable for delays resulting from circumstances beyond its control, in particular the actions of carriers, administrative bodies, customs services or cases of force majeure.

§ 3. Delivery methods

Deliveries are made:

a) via courier companies,

b) forwarding transport,

c) transport organized by the Seller,

d) personal collection by the Buyer,

e) other method agreed individually.

The choice of delivery method depends on the type of Goods, the size of the Order, the place of delivery and the arrangements between the Parties.
The Seller may use the services of third parties providing transport and logistics services.

§ 4. Transport costs

Delivery costs are borne by the Buyer, unless the Parties agree otherwise.
The amount of transport costs is specified when placing the Order or in an individual commercial offer.
In the case of international sales, the Buyer also bears the costs resulting from applicable customs regulations, import taxes, administrative fees and other public law charges, unless the Parties have agreed otherwise.

§ 5. Transfer of risk

The risk of accidental loss or damage to the Goods passes to the Buyer upon delivery of the Goods to the carrier, unless the Parties have agreed otherwise.
If the Buyer collects the Goods in person, the risk passes upon delivery of the Goods to the Buyer or a person authorized by him.
In the event of the application of Incoterms® rules, the terms specified in the agreed Incoterms® rule in force on the date of conclusion of the Sales Agreement shall apply.

§ 6. Receipt of Goods

The buyer is obliged to check the shipment immediately after receiving it.
In particular, the Buyer should verify:

a) compliance of the number of packages with the shipping documents,

b) visible damage to packaging,

c) compliance of the type of Goods with the delivery documents.

If damage to the shipment is detected, the Buyer should, if possible:

a) prepare a damage report with the carrier,

b) make photographic documentation,

c) inform the Seller immediately.

Failure to prepare a damage report does not deprive the Buyer of the right to file a complaint, but may make it difficult to pursue claims against the carrier.

§ 7. Partial deliveries

1. The Seller may fulfill the Order in batches if:

a) this is due to the availability of Goods,

b) is justified by logistical reasons,

c) The parties agreed to this.

2. Partial delivery does not constitute improper performance of the Contract, provided that the remaining part of the Order is completed within a reasonable time.

§ 8. Impossibility of delivery

If the execution of the Order proves impossible for reasons beyond the Seller's control, the Seller will immediately inform the Buyer thereof.
In such a case, the Parties may agree:

a) new completion date,

b) delivery of equivalent Goods,

c) partial execution of the Order,

d) termination of the Agreement to the appropriate extent.

The Seller's liability is limited to the refund of amounts received for the unfulfilled part of the Order, unless mandatory provisions of law provide otherwise.

§ 9. Delivery documents

1. The delivery may be accompanied by documents required by law or the nature of the Goods, in particular:

a) VAT invoice,

b) delivery specification,

c) safety data sheet, if required,

d) declarations of conformity or quality certificates, if agreed.

2. Additional technical documents are provided only to the extent required by law or individual arrangements between the Parties.

Chapter V – Quality control of Goods, complaints and liability for non-conformity of Goods

§ 1. Inspection of the Goods by the Buyer

The Buyer is obliged to check the Goods immediately upon receipt, taking into account the nature of the Goods and the principles of professional business transactions.
The inspection should include in particular:

a) compliance of the Goods with the Order,

b) quantity of Goods delivered,

c) packaging marking,

d) integrity of individual and collective packaging,

e) visible mechanical damage,

f) expiration date or date of minimum durability, if applicable.

In the case of Goods delivered on pallets, the Buyer should also verify the security of the shipment before unloading it.
Defects that can be detected during a normal inspection should be reported to the Seller without undue delay.

§ 2. Quantity complaints

Complaints regarding quantity shortages should be submitted no later than 3 Business Days from the date of receipt of the Goods.
The complaint should include:

a) Order number,

b) invoice number,

c) description of any non-conformities found,

d) photographic documentation – if it was possible to take it,

e) a copy of the damage report prepared with the carrier, if one has been prepared.

After the expiry of the indicated deadline, it is assumed that the quantity of the Goods delivered was consistent with the delivery documents, unless the Buyer proves that earlier notification was objectively impossible.

§ 3. Quality complaints

Complaints regarding the quality of the Goods should be reported immediately after the non-conformity is detected.
The complaint should include:

a) designation of the Goods being complained about,

b) production batch number (LOT),

c) delivery date,

d) detailed description of the non-compliance,

e) photos or other materials documenting the reported defect,

f) information on how the Goods are stored from the time of delivery.

The Seller may ask the Buyer to provide samples of the Goods complained about or to allow them to be collected.
Until the complaint procedure is completed, the Buyer is obliged to store the Goods subject to the complaint in conditions consistent with its requirements.

§ 4. Complaint handling

The Seller will take steps to consider the complaint without undue delay.
In order to assess the validity of the complaint, the Seller may:

a) carry out an inspection of the Goods,

b) order laboratory tests,

c) request additional information or documents,

d) request the return of the complained Goods or part thereof.

The Buyer undertakes to cooperate with the Seller to the extent necessary to clarify the circumstances of the complaint.
Lack of cooperation or refusal to make the Goods available for inspection may constitute grounds for refusing to accept the complaint if it prevents the determination of its validity.

§ 5. Liability Exclusions

The Seller shall not be liable for any non-conformity of the Goods resulting from:

e) improper transport after receipt of the Goods by the Buyer,

f) improper storage,

g) use of the Goods contrary to their intended purpose,

h) mixing the Goods with other substances without prior verification of their suitability,

i) use of the Goods in technological processes not verified by the Buyer,

j) natural differences between production batches within the applicable specifications.

The Buyer, as a professional trade participant, is responsible for conducting technological tests and assessing the suitability of the Goods for the planned use.
Technical information, descriptions, recipes, application suggestions and marketing materials are for informational purposes only and do not constitute a guarantee of achieving specific technological results.

§ 6. How to end a complaint

1. If the complaint is accepted, the Seller will, at its own discretion:

a) replace the Goods with defect-free ones,

b) replenish the missing quantity of the Goods,

c) will lower the price,

d) will refund an appropriate portion of the price paid,

e) will agree on another commercial solution with the Buyer.

2. The choice of how to settle the complaint rests with the Seller, taking into account the circumstances of the case and the principles of commercial cooperation.

§ 7. Seller's liability

The Seller's liability is limited to the net value of the Goods complained about.
To the extent permitted by applicable law, the Seller is not liable for:

a) lost profits,

b) loss of production,

c) technological downtime,

d) loss of contracts,

e) indirect damages,

f) consequential damages.

The limitations of liability do not apply in the event of damage caused intentionally.

§ 8. Exclusion of warranty

In relations between entrepreneurs, to the extent permitted by Article 558 of the Civil Code, the Parties exclude the Seller's liability under the warranty for defects in the Goods.
The exclusion of warranty does not cover cases in which liability cannot be excluded under mandatory provisions of law.
The provisions of this paragraph do not affect the rights arising from any quality guarantee granted by the Seller, if it was granted in a separate document.

Chapter VI – Liability of the Parties and Limitation of Liability

§ 1. Principles of liability

Each Party shall be liable for non-performance or improper performance of its obligations under the Sales Agreement under the terms specified in applicable law, taking into account the provisions of these General Terms and Conditions.
The Seller's liability towards the Buyer is limited to actual damage (damnum emergens), excluding lost profits (lucrum cessans), unless the damage was caused intentionally.
No provision of these General Terms and Conditions excludes or limits liability the exclusion of which is not permitted under mandatory provisions of law.

§ 2. Limitation of the Seller's liability

To the extent permitted by applicable law, the Seller's liability for any or all damages arising from a given Sales Agreement is limited to the net value of the Goods covered by the complaint or claim.
The Seller is not responsible for:

a) lost profits of the Buyer,

b) loss of customers or business contracts,

c) production downtime,

d) data loss,

e) indirect damages,

f) consequential damages,

g) loss of anticipated savings or profits.

The Seller's liability does not cover the costs of withdrawing the Buyer's products from the market, service campaigns or costs related to the withdrawal of batches of end products, unless such an obligation results from mandatory legal provisions or has been expressly accepted by the Seller in a separate agreement.

§ 3. Liability for the use of the Goods

The Buyer, as a professional trading participant, is solely responsible for the manner of using the Goods in its business.
Before starting production, the Buyer is obliged to carry out appropriate technological tests and assess the suitability of the Goods for the planned use.
The Seller is not responsible for the consequences of using the Goods:

a) contrary to their intended purpose,

b) inconsistent with the provided technical documentation,

c) in violation of applicable law,

d) without conducting appropriate technological tests.

§ 4. Technical information and advice

All technical information, specifications, recipes, application examples, technological recommendations, marketing materials and information provided by the Seller are for informational purposes only.
The provision of information referred to in paragraph 1 does not constitute an assurance of achieving specific technological parameters or a guarantee of obtaining a specific production effect.
The buyer is responsible for the compliance of the products he produces with applicable food law provisions and the requirements of the relevant supervisory authorities.

§ 5. Obligation to cooperate

The Parties undertake to immediately provide each other with any information that may affect the proper execution of the Sales Agreement.
The Buyer undertakes to provide the Seller with all information necessary to consider the complaint or clarify any objections raised.
Failure to comply with the obligation to cooperate may result in an appropriate limitation of the Seller's liability if it has prevented the proper determination of the circumstances of the case.

§ 6. Liability for third parties

The Buyer is liable for the actions and omissions of persons entrusted with the receipt, storage, transport or use of the Goods as for his own actions.
The Seller is responsible for the actions of entities it uses in the performance of the Agreement only to the extent provided for by applicable law.

§ 7. Deadline for pursuing claims

Claims arising from the Sales Agreement should be submitted without undue delay after becoming aware of the circumstances giving rise to the claim.
Claims are pursued in accordance with the limitation periods set out in applicable law.
Filing a complaint does not entitle the Buyer to withhold payment for the Goods that are not covered by the complaint, nor to withhold the fulfillment of other obligations towards the Seller.

Chapter VII – Force Majeure, Confidentiality and Intellectual Property

§ 1. Force majeure

A Party shall not be liable for non-performance or improper performance of its obligations under the Sales Agreement if it is caused by Force Majeure.
Force Majeure is understood as an external, extraordinary event, independent of the will of the Parties, which could not have been foreseen even with due diligence, which could not have been prevented or whose consequences could not have been avoided.
In particular, the following are considered cases of Force Majeure:

a) natural disasters,

b) fires, explosions and construction disasters,

c) wars, armed conflicts, acts of terrorism or sabotage,

d) riots, general strikes and transport blockades,

e) epidemics, pandemics and decisions of public administration bodies related to their occurrence,

f) failures of power grids, telecommunications networks or transport infrastructure,

g) embargoes, economic sanctions, export or import bans and other restrictions arising from national or international law,

h) other events of a similar nature beyond the control of the Parties.

The Party invoking Force Majeure is obliged to immediately inform the other Party of its occurrence and the expected impact on the performance of the Sales Agreement.
During the period of Force Majeure, the deadlines for performance of obligations shall be extended accordingly by the duration of the obstacle and the period necessary to resume performance of the Agreement.
If the Force Majeure event lasts longer than 90 days, each Party may terminate the Sales Agreement to the extent not performed, without any obligation to pay compensation.

§ 2. Obligation to maintain confidentiality

The Parties undertake to keep confidential all information obtained in connection with the conclusion and performance of the Sales Agreement that is not publicly available.
Confidential information includes in particular:

a) commercial terms,

b) individual prices and discounts,

c) data about customers and suppliers,

d) financial and organizational information,

e) technological data,

f) product specifications,

g) recipes, formulations and know-how,

h) sales and marketing strategies,

i) information marked as confidential or whose confidential nature results from the circumstances of its transmission.

The Parties undertake to use confidential information solely for the purpose of performing the Sales Agreement.

§ 3. Exclusions from the confidentiality obligation

1. The obligation of confidentiality does not apply to information:

a) widely available,

b) disclosed in accordance with applicable law,

c) disclosed on the basis of a final court decision or a decision of a competent authority,

d) the disclosure of which took place with the prior consent of the other Party expressed in documentary or written form.

2. A party disclosing information under applicable law should, if legally permissible, inform the other party prior to disclosure.

§ 4. Duration of confidentiality

The obligation of confidentiality applies throughout the entire period of cooperation between the Parties.
After termination or expiration of the Sales Agreement, the confidentiality obligation remains in force for a period of 5 years, unless mandatory legal provisions require a longer period of protection.

§ 5. Intellectual property

All intellectual property rights to the Goods, information materials, technical documentation, catalogues, photos, graphics, product descriptions, trademarks, trade names, databases, designs and other materials provided by the Seller are owned by the Seller or the relevant authorized entities.
The conclusion of the Sales Agreement does not result in the transfer of any copyrights, industrial property rights or other intellectual property rights to the Buyer.
The Buyer may use the materials provided by the Seller only to the extent necessary to sell or promote the Goods purchased from the Seller and in accordance with applicable law and the Seller's guidelines.

§ 6. Prohibition of infringement of intellectual property rights

1. The Buyer is not entitled, without the prior written consent of the Seller, to:

a) copying marketing or technical materials to the extent that goes beyond the permitted use resulting from the Agreement,

b) modifying the Seller's trademarks,

c) using the Seller's markings in a way that may mislead recipients,

d) registering marks identical or similar to the marks used by the Seller,

e) use of the Seller's photos, descriptions or graphic materials outside the scope of agreed cooperation.

2. Infringement of intellectual property rights may constitute grounds for immediate termination of cooperation and for the Seller to pursue claims under applicable law.

§ 7. Know-how and technological information

Recipes, formulations, samples, technical specifications, research results, technological documentation and other information constituting the Seller's know-how remain its exclusive property, unless the Parties agree otherwise in a separate agreement.
The Buyer undertakes not to take any action aimed at reproducing, disclosing or commercially exploiting the Seller's know-how in violation of applicable law or the provisions of the Agreement.

§ 8. Protection of the Seller's reputation and designations

The Buyer undertakes to conduct commercial activities with respect for the good name, reputation and intellectual property rights of the Seller.
The Buyer shall not publish or distribute materials that may damage the reputation of the Seller or mislead customers as to the origin of the Goods.
In the event of a violation of the provisions of this Chapter, the Seller may:

a) call on the Buyer to immediately remedy the violations,

b) suspend the execution of Orders,

c) terminate the Sales Agreement with immediate effect for reasons attributable to the Buyer,

d) pursue compensation and other claims provided for by applicable law.

Chapter VIII – Personal Data Protection, Compliance, International Sanctions and Final Provisions

§ 1. Protection of personal data

The Parties undertake to process personal data in accordance with applicable law, in particular:

a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR),

b) Act of 10 May 2018 on the protection of personal data,

c) other relevant provisions of national and EU law.

Each Party is a separate controller of personal data processed in connection with the performance of the Sales Agreement, unless the Parties conclude a separate agreement regulating a different data processing model.
Personal data will be processed only to the extent necessary to:

d) conclusion and performance of the Sales Agreement,

e) fulfillment of tax and accounting obligations,

f) pursuing or defending claims,

g) performance of obligations arising from legal provisions.

Detailed information regarding the principles of personal data processing is set out in the Privacy Policy published by the Seller on the website.

§ 2. Compliance with legal provisions (Compliance)

The parties undertake to conduct business in accordance with applicable law and the principles of fair trade.
The Buyer declares that the purchased Goods will be used in accordance with their intended purpose and applicable legal provisions, in particular those relating to food safety, product labelling and consumer protection.
The Buyer is responsible for the compliance of the end products manufactured using the Goods with the requirements of applicable law.
The Seller may refuse to execute the Order if its execution could lead to a violation of applicable laws or internal compliance procedures.

§ 3. International sanctions and export controls

The Buyer declares that he is not subject to any national, EU or international economic sanctions preventing the execution of the Sales Agreement.
The Buyer undertakes not to resell or transfer the Goods to entities or to countries subject to applicable export restrictions or sanctions if this would result in a violation of the law.
The seller may:

a) refuse to process the Order,

b) stop delivery,

c) withdraw from the Sales Agreement,

d) request additional documents or statements if necessary to ensure compliance with economic sanctions or export control regulations.

The Buyer undertakes to cooperate with the Seller to the extent necessary to verify the compliance of the transaction with applicable regulations.

§ 4. Communication between the Parties

The Parties allow declarations related to the performance of the Sales Agreement to be made in documentary form, in particular via e-mail, unless the provisions of law or these General Terms and Conditions require a different form.
The e-mail addresses provided during account registration or in commercial documents are deemed appropriate for correspondence.
Each Party is obliged to immediately inform the other Party of any change in its contact details.

§ 5. Changes to the General Terms and Conditions of Sale

The Seller reserves the right to change these GTC for important reasons, in particular in the event of:

a) changes in legal regulations,

b) changes in the way we do business,

c) extension or change of the offer,

d) implementation of new technical or organizational solutions,

e) the need to clarify the provisions of the General Terms and Conditions.

The amended GTC shall apply to Sales Agreements concluded after the date of their publication, unless the Parties agree otherwise.
For Sales Agreements concluded before the entry into force of the new General Terms and Conditions, the provisions in force on the date of conclusion of a given Agreement shall apply, unless the law provides otherwise or the Parties agree otherwise.

§ 6. Applicable law

Polish law shall apply to Sales Agreements and these General Terms and Conditions.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded, insofar as its exclusion is legally permissible.

§ 7. Dispute resolution

The Parties undertake to strive to amicably resolve any disputes arising from the Sales Agreement.
If reaching an agreement proves impossible, disputes shall be resolved by a common court having jurisdiction over the Seller's registered office, unless mandatory provisions of law provide otherwise.
The provision referred to in paragraph 2 applies only to relations between entrepreneurs.

§ 8. Final provisions

These General Terms and Conditions of Sale constitute an integral part of every Sales Agreement concluded by Flavorika Sp. z o. o., unless the Parties have agreed otherwise in writing or in documentary form.
The invalidity or ineffectiveness of any provision of the General Terms and Conditions of Sale does not affect the validity of the remaining provisions.
In matters not regulated by these General Terms and Conditions, the provisions of Polish law, in particular the Civil Code and other relevant legal provisions, shall apply.
The GTC come into force on the date indicated by the Seller and apply to Sales Agreements concluded from that date.
The current version of the GTC is available on the Seller's website and in the Online Store.

§ 9. Attachments

An integral part of the General Terms and Conditions of Sale are, if made available by the Seller:

1. Flavorika Sp. complaint procedure. z o. o

2. B2B complaint form

3. Transport damage report

4. Conditions for storing Goods

5. Incoterms® 2020 delivery terms

6. Quality documents