General Conditions of Sale (GTCS)

Terms of commercial cooperation with business customers and wholesale buyers.

Contents

General provisions

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:

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.

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

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.

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:

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:

Conclusion of the Agreement and placing Orders

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.

The Buyer may place Orders:

The order should include at least:

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.

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:

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.

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.

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.

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:

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

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:

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.

Prices, payment terms and security of receivables

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.

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

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.

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.

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:

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:

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.

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.

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.

Delivery of Goods, Passing of Risk and Acceptance

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.

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:

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.

Deliveries are made:

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.

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.

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.

The buyer is obliged to check the shipment immediately after receiving it.

In particular, the Buyer should verify:

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

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.

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:

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.

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

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:

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.

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:

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.

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

The complaint should include:

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.

The Seller will take steps to consider the complaint without undue delay.

In order to assess the validity of the complaint, the Seller may:

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.

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

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.

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:

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

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.

Liability of the Parties and Limitation 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.

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:

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.

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:

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.

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.

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.

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.

Force Majeure, Confidentiality and Intellectual Property

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:

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.

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:

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

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.

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.

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.

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:

Personal Data Protection, Compliance, International Sanctions and Final Provisions

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

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:

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

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.

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:

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

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.

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

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.

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.

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.

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.

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

Questions about commercial cooperation?

Napisz: biuro@flavorika.com

Flavorika – quality, responsibility and values that matter.