General Terms and Conditions of Sale (GTCs) MB Market Ltd. Sp. z o.o.

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1. General Provisions

  1. These "General Terms and Conditions of Sale" (hereinafter referred to as the "General Terms and Conditions") apply to all offers and/or contracts concluded between MB Market Ltd. Sp. z o.o. [Polish Limited Liability Company] (hereinafter referred to as the "Seller") and its customers who are not consumers within the meaning of Article 221 of the Civil Code (hereinafter referred to as the "Buyer," collectively as the "Parties").
  2. In absence of objections, once accepted by the Buyer upon first order, General Terms and Conditions will be applied to all subsequent orders and agreements regarding exchange of Goods between the Parties.

2. Orders

  1. Catalogues, price lists and other advertising documents are for information only and they do not constitute an offer as implied by the provisions of the Civil Code.
  2. The Seller undertakes to deliver the Goods based on the offer submitted to the Buyer and in accordance with the received order. In the event of a change in the terms of order fulfilment, the Seller undertakes to promptly notify the Buyer.
  3. The Seller confirms the acceptance of the order by sending a confirmation of the order to the Buyer.
  4. The Seller undertakes to provide the Buyer with all necessary documents, including in particular certificates, technical data sheets, and other documents required for the given Goods.
  5. The Seller undertakes to deliver Goods of good quality, free from defects, including legal defects.

3. Special obligations of the Buyer

  1. The Buyer is obliged to get familiar with all information materials provided by the Seller, in particular technical data sheets, safety data sheets of a hazardous chemical substance, instructions for use, storage, and transport. In addition, the Buyer is obliged to provide the above information to its employees, suppliers and customers and to take measures to ensure safety for the life and health of people, property and the environment.
  2. Failure by the Buyer to meet the requirements referred to in point 3.1 may constitute grounds for withdrawal by the Seller from the fulfilment of the order.
  3. In the event of any damage related to the Buyer's failure to comply with the requirements referred to in point 3.1 the Buyer bears financial responsibility for the losses incurred.

4. Liability for delivery defects

  1. The Buyer is obliged to check the received Goods immediately upon delivery, in the presence of a representative of the carrier. Any reservations regarding the delivered Goods should be confirmed in the transport documents and submitted in writing to the Seller immediately after receipt of the Goods, not later than 12 months afterwards, in the event that the defect came to light only later, and if the Buyer did not notify the Seller immediately after its discovery.
  2. Each acceptance of the Goods certified by the signature of the Buyer's representative, without reservations regarding the execution of the order, as well as the use of the delivered Goods results in its unconditional acceptance and withdrawal by the Buyer from all claims related to the delivered Goods.

5. Risk transfer

  1. The risk of accidental loss or damage to the Goods is transferred onto the Buyer upon delivery of the Goods.
  2. In the case of own collection of the Goods, the above risk is transferred onto the Buyer upon the release of the Goods from the Seller's warehouse, including the forwarder or carrier.
  3. If the receipt of the Goods is delayed due to reasons within the Buyer's responsibility, the above risk is transferred onto the Buyer on the date of readiness for shipment.

6. Retention of Title

  1. The Seller reserves the right of ownership of the sold Goods until the full payment of the price is executed by the Buyer. Until then, the Buyer bears the risk of loss or damage to the Goods.
  2. In the event that the Buyer is in arrears with payment for the Goods, at the request of the Seller, the Buyer is obliged to return the Goods immediately and unconditionally. The costs of returning the Goods to the Seller shall be covered by the Buyer.
  3. In the event of the transfer of ownership of the Goods to a third party before paying the full amount due for the Goods to the Seller, the Seller has the right of priority to satisfy its claim from the amount of money obtained in this respect. The above shall not affect the Buyer's personal liability to the Seller for the payment of the full sale price.

7. Prices and supply conditions

  1. Unless the Parties have agreed otherwise, all deliveries are executed from the Seller's warehouse. The Buyer may personally collect the Goods from the Seller's warehouse. Lack of information in the order that the Buyer will personally collect the goods authorizes the Seller to execute a delivery at the expense of the Buyer through a forwarding company cooperating with the Seller.
  2. Shall the Buyer choose a delivery option through a forwarding company cooperating with the Seller, the Seller shall not be liable in the event of any delays in delivery caused by the forwarding company.
  3. In the case indicated in point 7.2 The delivery of the Goods is executed in accordance with the presented offer.
  4. Unless the Parties have agreed otherwise, the delivery time planned by the forwarding company is 48 hours running from 4:00 PM on the day of order placement, if the goods are available in stock. Saturdays, Sundays and other public holidays are not included in the order completion time. Orders must be placed on working days, Monday to Friday, by 11:00 AM. Placing an order later than mentioned above extends the delivery time by 1 business day. In special cases, the delivery date may be extended, of which the Buyer will be kept up to date.
  5. Personal collection is carried out on working days, from Monday to Friday, from 9:00 AM to 3:00 PM. from the Seller's warehouse.
  6. The Seller reserves the right to suspend or delay the execution of the order for reasons beyond the Seller's control, in particular delays in the delivery of the Goods by the Seller's suppliers. In such case, the Seller undertakes to notify the Buyer promptly of the situation.
  7. Force majeure, strike, power cut, serious defects and other circumstances beyond the Seller's control causing a delay or suspension of the delivery of the Goods may not constitute grounds for the Buyer to make any claims for failure of performance or improper performance of the contract.
  8. The Seller reserves the right to notify the Buyer in writing of price changes at any time before delivery of the Goods to the Buyer if there is any increase in the cost or prices of the Goods, caused in particular by changes in exchange rates, the rate of duties and taxes, the level of prices for raw materials, as well as labour or transport costs.

8. Payment

  1. The method, terms and date of payment shall be determined on the basis of separate arrangements between the Seller and the Buyer.
  2. The date of payment shall be deemed to be the date on which the Seller's account is credited.
  3. Failure to pay the amount due within the time limit specified in the invoice will result in the suspension of subsequent orders placed by the Buyer. The Seller shall promptly inform the Buyer of the suspension of the order execution. Suspension of the order execution due to lack of payment releases the Seller from any liability for late delivery of the Goods or withdrawal from the order execution.
  4. The Seller reserves the right to forward all overdue invoices to EULER HERMES for the collection of outstanding receivables without prior notification to the Buyer. The debt collection is conducted on the basis of an agreement between EULER HERMES and the Seller, in accordance with the internal procedures of EULER HERMES.

9. Return of goods

  1. The Buyer shall have the right to return the goods subject to the following conditions:
    1. The return of goods is possible only upon the prior written consent of the Seller.
    2. The goods may be returned no later than 14 days from the date of purchase. At the same time, the remaining shelf life of the goods upon return must be at least 60 days.
    3. Only standard offer items that are undamaged and in their original packaging are eligible for return.
    4. Items outside the standard offer are not eligible for return.
    5. Before making a return, the Buyer must request written approval from the Seller to return the goods. The notice of intended return must include the following details: item name, quantity, number of the sales invoice confirming the purchase of said goods by the Buyer, and product batch/lot number.
  2. Individual items are not eligible for return, except for goods sold in barrels.
  3. The goods shall be returned at the Buyer's expense.
  4. If the Buyer refuses acceptance of the previously ordered goods, the Seller shall be entitled to charge the Buyer for the shipping costs related to both delivery and return of the goods to the warehouse.

10. Warranty and statutory warranty

  1. The goods subject to sale are covered by a warranty under the terms and conditions specified by their manufacturer.
  2. Liability under statutory warranty for defects in the Goods is excluded.
  3. In the event of the Buyer's objections regarding the quantity of the Goods, the quality of the Goods, or the manner of execution of the order placed by them, the Buyer shall have the right to file a written complaint within 7 days for quantity claims and within 30 days for quality claims, from the date of receipt of the Goods.
  4. The claim must include, in particular, the following details:
    1. The name of the claimed goods and the type of packaging,
    2. Batch number,
    3. The quantity of the claimed goods,
    4. The date of purchase and the invoice number,
    5. A description of the issue encountered,
    6. All additional information that the Buyer considers relevant for the correct processing of the claim.
    7. In addition, the Buyer is required to deliver a sample of the claimed goods to the Seller.
  5. All complaints regarding product (goods) quality shall be forwarded to the manufacturer.
  6. The Seller shall notify the Buyer about the outcome of the claim within 8 weeks of receiving the complaint.
  7. If the claim is approved, the Goods will be repaired, and if that is not possible, replaced with a new product.

11. Amendments to the General Terms and Conditions of Sale (GTCs)

  1. In the event that the Seller introduces new GTCs or amends the GTCs, the Seller shall make the new GTCs or the text of the amendments available to the Buyer no later than 30 calendar days before their entry into force.
  2. If, by the date of entry into force of the GTCs, the Buyer does not deliver to the Seller a written notice of non-acceptance of the new GTCs or amendments to the GTCs, the new GTCs or amendments to the GTCs shall be deemed
  3. If the above statement is submitted by the Buyer within the period specified above, the existing provisions of the GTCs shall remain in force for the Seller and the Buyer, unless the Parties individually agree on the scope of applicable changes.

12. Final Provisions

  1. Polish law shall be the sole applicable law for the General Terms and Conditions and any agreements concluded between the Parties. In matters not regulated by the provisions of the General Terms and Conditions, the relevant provisions of the Civil Code shall apply accordingly.
  2. Any deviations from the General Terms and Conditions shall be made in writing, otherwise being null and void. In case of any discrepancy between the General Terms and Conditions and the terms of the agreement reached by the Parties, the terms of sale contractually established by the Parties shall apply.
  3. The Parties shall endeavour to settle amicably any disputes arising out of the performance of contracts covered by the General Terms and Conditions of Sale. If an amicable settlement cannot be reached, any dispute shall be submitted to the exclusive jurisdiction of the court competent for the Seller's registered office.

Solec, dated August 1, 2020