General conditions of sale

Transparent cooperation terms with contractors are the foundation of success and mutual satisfaction for both parties. All orders are fulfilled after completing the formalities related to signing the contract. We invite you to read the terms of service provided by our company below.

§ 1 GENERAL PROVISIONS

These General Terms and Conditions of Sale (hereinafter referred to as the “GTC”) apply to all sales agreements for meat, meat products, and other food products (hereinafter collectively referred to as the “Goods”) concluded between MJS Michał Sygacz (hereinafter referred to as the “Seller”) and its contractor (hereinafter referred to as the “Buyer”), purchasing for purposes related to its business activity, regardless of the place and country of the Buyer’s registered office (residence).
The provisions of the Buyer’s general terms and conditions shall in no case be binding upon the Seller unless expressly confirmed in writing by the Seller.

§ 2 CONCLUSION OF THE CONTRACT

In order to conclude a sales contract, the Buyer and the Seller conduct negotiations aimed at determining the essential provisions of the future sales contract. The negotiations may be conducted in any manner agreed upon by the Parties, including by e-mail, fax, telephone, or in written form. Unless otherwise agreed by the Parties, the purpose of the negotiations is to determine the content of the future sales contract.
After the conclusion of negotiations, in the event of reaching an agreement on the essential terms of the contract, the Seller prepares the sales agreement document, signs it, and sends it to the Buyer for signature (hereinafter referred to as the “Sales Agreement”) via e-mail or fax.
The Sales Agreement shall contain all provisions agreed upon by the Parties during the negotiations, including, by way of example: identification of the parties to the contract; subject of the contract; terms of delivery of the goods; sales price (unit and total); remuneration for additional services such as transport and/or insurance thereof; payment deadline; payment method, and any other data necessary for the proper performance of the contract.
Subject to sec. 5, the Sales Agreement shall be deemed concluded on the date of delivery to the Seller of the Sales Agreement signed by the Buyer. The signed Sales Agreement shall be delivered by the Buyer to the Seller via e-mail or fax no later than within 24 hours from the moment of its delivery by the Seller in accordance with sec. 2 § 2.
If the Sales Agreement signed by the Buyer is not delivered to the Seller within 24 hours from the moment it was delivered to the Buyer by the Seller, it shall be deemed that the Parties have concluded the Sales Agreement on the date of expiry of the aforementioned deadline. For the avoidance of doubt, the Sales Agreement document constitutes, in the situation referred to in the first sentence of this section, an offer within the meaning of the provisions of the Polish Civil Code, which may only be accepted by the Buyer without any reservations.
The Sales Agreement shall be signed by persons authorized to make declarations of will on behalf of the Buyer.
The place of conclusion of the Sales Agreement shall be the registered office of the Seller.
Upon signing the Sales Agreement by the Buyer, the Buyer declares that they have read and accepted the content of the GTC. By accepting the GTC, the GTC become an integral part of the Sales Agreement.
The Seller is entitled to verify the authenticity of signatures and the authority of persons who signed all documents addressed to the Seller in connection with the conclusion and execution of the Sales Agreement. The Buyer is obliged to enable verification of the authenticity of signatures and authority of the persons who signed all documents addressed to the Seller in connection with the conclusion and execution of the Sales Agreement, upon each request of the Seller, within 24 hours from the date of receiving such a request. The Buyer’s failure to respond to the Seller’s request shall be deemed confirmation by the Buyer of the authenticity of the signatures and authority of the persons referred to in sec. 9.
The Seller may perform its obligations under the Sales Agreement through third parties or entrust the performance of such obligations to third parties (i.e., subcontractors). The above also applies to the possibility of performance by legal representatives.
The date and time of signing the Sales Agreement shall be determined based on the officially applicable date and time in force at the time of its conclusion in the territory of 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 above rules for determining date and time shall also apply to the determination of the delivery date of the Goods, their receipt by the Buyer, and other deadlines related to the performance of the Sales Agreement.

§ 3 DELIVERY

The delivery of Goods shall be carried out in accordance with the arrangements made by the Parties set out in the Sales Agreement.
Any references in the Sales Agreement to trade terms (such as EXW, FCA, etc.) shall refer to the most current Incoterms in force at the time the Sales Agreement is concluded, as published by the International Chamber of Commerce in Paris.
The delivery of the Goods shall be made in accordance with the Incoterms specified in the Sales Agreement. The risk of accidental loss or damage to the Goods shall pass in accordance with the Incoterms specified in the Sales Agreement. Upon delivery, the benefits and burdens related to the Goods shall pass to the Buyer.
In cases justified by the Seller’s legitimate interest or the technological process, the delivery may be made in parts with the Buyer’s written consent. If the Goods are delivered in partial shipments, the Seller shall be entitled to issue invoices separately for each partial delivery.
The Seller shall insure the Goods only if expressly stipulated in the Sales Agreement, and under the terms set forth therein.
The Buyer is obliged to timely collect the ordered Goods. 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 third party of their choice upon the expiration of: a. 5 (five) hours from the time they were to be collected by the Buyer – in relation to fresh Goods;
b. 2 (two) days from the time they were to be collected by the Buyer – in relation to frozen Goods.
All costs and expenses arising from the failure to collect the ordered Goods on time, in the situation referred to in sec. 6 § 3, shall be borne by the Buyer.
The Seller’s right to sell the Goods, as referred to in sec. 6 § 3, shall not prejudice any other rights granted to the Seller under applicable law.
In the event that the Sales Agreement does not contain provisions concerning the detailed specification of the Goods, quality, packaging, or other characteristic elements of the Goods purchased by the Buyer, it shall be deemed that the Buyer has left the determination of such elements to the Seller’s discretion and fully accepts the choices made by the Seller. The Seller shall make every effort to ensure that the Goods are packaged appropriately for the mode of transport agreed upon by the Parties.

§ 4 PRICE AND PAYMENT TERMS

The price shall be calculated in the currency agreed upon by the Parties.
Unless otherwise agreed in the Sales Agreement, the Price does not include taxes, duties, or other charges.
Payment of the Price shall be made by bank transfer to the Seller’s bank account indicated on the invoice, within the time limit specified in the Sales Agreement.
The date of payment shall be the date on which the due amount is credited to the Seller’s bank account specified on the invoice.
The Buyer undertakes towards the Seller not to make any deductions or other reductions of the Price, except in the case of exercising the right to reduce the Price due to defects in the Goods, and provided that the Buyer meets the conditions for claims specified in the Agreement.
For services not covered by the Sales Agreement but performed after agreement with the Buyer and/or for the proper performance of the Sales Agreement, the Seller shall be entitled to appropriate remuneration corresponding to the work performed, and also to reimbursement of any costs incurred.
In case of delay in payment of the Price, the Seller shall be entitled to charge statutory interest to the Contractor. The interest shall become due from the day following the payment deadline specified in the Sales Agreement and shall accrue until the date of full payment.
In the event of the Seller’s claims arising from the conclusion and/or performance of the Sales Agreement, the Seller reserves the right to set off any mutual claims of the Buyer or to withhold delivery of the Goods until the Buyer settles all amounts due to the Seller resulting from the conclusion and/or performance of the Sales Agreement.
In the event that the Seller grants the Buyer a credit limit, cooperation between the Parties may take place only within the granted limit. If the Buyer exceeds the credit limit or if the Seller’s insurer withdraws the credit limit, the Buyer shall be required to make a prepayment of 100 percent of the value of the ordered Goods.

§ 5 COMPLAINTS

The Buyer shall inspect the purchased Goods for any defects, both in quantity and quality, immediately and directly after the Goods arrive at the destination specified in the Sales Agreement.
The Buyer shall notify the Seller in writing of any complaints regarding defects in the Goods immediately after the arrival of the Goods at the destination, but no later than:
1. In the case of quantity complaints:
  - On the day of arrival of the Goods at the destination – for chilled Goods
  - Within 7 days from the day of arrival of the Goods at the destination – for frozen Goods
2. In the case of quality complaints:
  - Within 24 hours from the end of the day of arrival of the Goods at the destination – for chilled Goods
  - Within 14 days from the day of arrival of the Goods at the destination – for frozen Goods
The complaint shall be submitted in writing and include:

a) Identification of the Sales Agreement;
b) Description of the Goods, quantity and value of the Goods being complained about;
c) A proposed method of resolving the complaint;
d) Documents allowing the determination of the condition of the Goods and the circumstances of the defects.
Weight loss caused by the freezing or chilling of the Goods shall not be considered a defect, provided the weight loss does not exceed 1 (one) percent of the total weight of the Goods. The Buyer shall be entitled to file a complaint regarding the weight of the Goods only if the objections were recorded in the document confirming receipt of the Goods by the Buyer or a person authorized by the Buyer, and the Goods were weighed by the Buyer or a person authorized by the Buyer at the time of arrival at the destination.
If the requirements set out in sections 2–4 for filing a complaint are not met, in particular if the Seller does not receive the complaint notice within the deadlines specified in section 2, along with the relevant documents, the Buyer shall lose the right to file a complaint, and such complaints shall not be considered. All quantity and/or quality complaints arising during transport must be supported by appropriate documents, including documents giving the Seller the right of recourse, such as a report drawn up with a representative of the carrier (driver).
The Buyer shall lose the rights arising from detected defects (quantity and/or quality) in the delivered Goods if the Goods are resold or processed by the Buyer, or if the Buyer uses the Goods. The Buyer is obliged to properly secure the Goods and store them in a manner that prevents spoilage or deterioration of the quality of the Goods.
The Seller shall not be liable to the Buyer for defects in the Goods if the Buyer was aware of such defects at the time of concluding the Sales Agreement.
The Seller is obliged to examine the complaint without undue delay, no later than within 14 days from receipt of the complaint.
In the event of a complaint concerning the delivered Goods, the Seller has the right to inspect the Goods at the Buyer’s location. Preventing the Seller from examining the Goods by the Buyer shall be considered as a withdrawal of the complaint.
Filing a complaint, remarks, or any other objections does not release the Buyer from the obligation to pay the Price for the purchased Goods.
Under the statutory warranty, the Buyer is not entitled to demand the replacement of the Goods with new ones or to demand the removal of defects.

§ 6 SELLER’S LIABILITY

The Seller shall be liable to the Buyer for damages arising from non-performance or improper performance of obligations only in the event that the Seller causes damage to the Buyer through intentional fault.
The Seller shall be liable to the Buyer for the actions and omissions of persons through whom the Seller performs its obligations, as well as persons to whom the performance of obligations is entrusted (including legal representatives), only in the event that such persons cause damage through intentional fault.
Failure to deliver the Goods within the timeframe specified in the Sales Agreement, which does not result from the intentional fault of the Seller, shall not constitute a breach of the Sales Agreement. In the event of failure to deliver the Goods within the timeframe specified in the Sales Agreement, which does not result from the intentional fault of the Seller, the Parties shall agree upon an additional, reasonable timeframe and place for the delivery of the Goods by the Seller. The above provisions shall not prejudice the provisions of § 7 section 4 of the GTC.

§ 7 WITHDRAWAL AND TERMINATION OF THE CONTRACT

In the event that, after the conclusion of the Sales Agreement, a force majeure event occurs, as referred to in sec. 2 § 7, which prevents the Seller from performing all or part of their obligations under the Sales Agreement, the Seller shall be released from liability for timely performance of the Sales Agreement for the duration of such force majeure event. The performance of the obligation by the Seller shall be appropriately extended by the period during which the force majeure event occurs, provided that the Seller notifies the Buyer of the occurrence of the force majeure event within 7 business days of its occurrence. The above provision does not prejudice the Seller’s right to withdraw from the Sales Agreement (in whole or in part) in the event of a force majeure event, within 14 days from the date of occurrence of the force majeure event.
Force majeure events shall include: acts of nature such as fires, earthquakes, hurricanes, typhoons, lightning strikes, hailstorms, epidemics; armed violence, including wars, military operations, rebellions, riots, terrorist acts, revolutions, military coups; strikes, illegal strikes, lockouts, blockades; acts of state or international authorities, including export or import bans, embargoes, currency restrictions, environmental pollution; outbreak of infectious disease epidemics or pandemics and any resulting restrictions; and any other extraordinary circumstances beyond the Seller’s control.
From the date of occurrence of the force majeure event, the Seller shall be released from any liability, including liability for damages to the Buyer for non-performance of the Sales Agreement due to the occurrence of a force majeure event. In the event of the Seller’s withdrawal from the Sales Agreement (in whole or in part) due to the occurrence of a force majeure event, the Buyer shall not be entitled to any claim for reimbursement of costs incurred or to any claim for damages against the Seller.
In the event that, after the conclusion of the Sales Agreement, the Seller’s supplier refuses to deliver the Goods, which it had committed to under the contract binding the supplier and the Seller, and over which the Seller had no influence, the Seller shall promptly inform the Buyer about the obstacle in the performance of the Sales Agreement and its impact on the ability to perform the Sales Agreement. Subject to the next sentence, the Seller and the Buyer shall agree on how to perform the Sales Agreement by determining a new date and place of delivery. If, within a reasonable period from the occurrence of the obstacle, the Seller is unable to find another supplier or if concluding an agreement with another supplier would incur additional costs not foreseen by the Seller at the time of conclusion of the Sales Agreement, the Seller shall be entitled to withdraw from the Sales Agreement (in whole or in part) within 14 days from the last business day of the week in which the original loading was to take place under the Sales Agreement. In the event of withdrawal from the Sales Agreement (in whole or in part), the Buyer shall not be entitled to any claim for reimbursement of costs incurred or to any claim for damages against the Seller. For the avoidance of doubt, a supplier within the meaning of this section is a person from whom the Seller purchases Goods for the purpose of reselling them to the Buyer.
If, between the date of conclusion of the Sales Agreement and the date of delivery of the Goods, public-law fees imposed by public authorities, transportation rates, or other charges related to the export of the Goods increase, the Seller shall be entitled to increase the Price by the amount of the increased charges.
Regardless of the above provisions, the Seller shall be entitled to withdraw from the Sales Agreement (in whole or in part) within 14 days from the date of its conclusion. In the event of withdrawal from the Sales Agreement (in whole or in part), the Buyer shall not be entitled to any claim for reimbursement of costs incurred or to any claim for damages against the Seller.
The Seller shall be entitled to withdraw from the Sales Agreement (in whole or in part) in the event that a bankruptcy petition is filed against the Buyer, or if the Buyer fails to perform its due financial obligations, within 14 days from the date on which the Seller becomes aware of the bankruptcy filing or the Buyer’s failure to fulfill its due financial obligations. In the event of withdrawal from the Sales Agreement (in whole or in part), the Buyer shall not be entitled to any claim for reimbursement of costs incurred or to any claim for damages against the Seller.
Withdrawal from the Sales Agreement (in whole or in part) shall be made in writing and then sent to the Buyer by fax or e-mail.

§ 8 JURISDICTION AND GOVERNING LAW

All disputes arising out of or in connection with the Sales Agreement shall be subject to the jurisdiction of Polish courts and shall be resolved by the court having local jurisdiction over the Seller’s registered office. The GTC constitute an integral part of the Sales Agreement.
The Sales Agreement concluded between the Parties, including the GTC, shall be governed by Polish law.
The United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980, shall not apply to the Sales Agreement between the Seller and the Buyer.
The headings in these GTC are for informational purposes only and shall be interpreted accordingly.

§ 9 SEVERABILITY CLAUSE

In the event that any provision of the GTC is found to be invalid by operation of law, such circumstance shall not affect the validity of the remaining provisions, unless it is clearly evident from the circumstances that the Parties would not have concluded the Sales Agreement without the provisions affected by invalidity. In the event that any provision of the GTC is found to be invalid by operation of law, the Parties undertake to promptly amend the Agreement binding them, by introducing substitute provisions whose purpose is equivalent to or as close as possible to the purpose of the invalid provisions.

§ 10 PERSONAL DATA

The Parties, under this Agreement, shall process personal data within the meaning of the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as “GDPR”).
For the purpose of performing the Sales Agreement, the Parties, as Controllers of personal data of their own employees and collaborators, mutually provide each other, as separate Controllers, with the personal data of such individuals to the extent necessary for the performance of the Agreement.
The Parties declare that they have implemented appropriate technical and organizational measures to secure personal data against unauthorized access, unlawful acquisition by an unauthorized person, processing in violation of data protection laws, alteration, loss, damage, or destruction. The Seller’s privacy notice regarding the fulfillment of the information obligation arising from the GDPR, which the data controller is obliged to fulfill, constitutes an Annex to the GTC and is available on the website meatteam.pl under the GDPR tab. The Seller hereby authorizes the Buyer to further forward, on behalf and for the benefit of the Seller, the aforementioned privacy notice to the employees and collaborators of the Buyer involved in all matters related to the conclusion, performance, and financial settlement of the Sales Agreement, so that the Seller’s information obligation towards such individuals is effectively fulfilled. The Buyer undertakes to deliver, on behalf and for the benefit of the Seller, the privacy notice regarding the processing of personal data by the Seller to each employee and collaborator of the Buyer involved in all matters related to the conclusion, performance, and financial settlement of the Sales Agreement, so that the Seller’s information obligation towards such individuals is effectively fulfilled.

§ 11 ENTRY INTO FORCE

These GTC shall enter into force on 1 January 2024 and shall apply to sales agreements concluded after that date.