GENERAL TERMS AND CONDITIONS FOR ORDERS AND DELIVERIES

1. GENERAL PROVISIONS 

1.1. The provisions of these General Terms and Conditions of Orders and Deliveries shall apply to all legal relationships arising in connection with the conclusion of the Agreement by the Parties.

1.2. The Buyer is obliged to familiarize themselves with the content of the General Terms and Conditions of Orders and Deliveries before concluding the Agreement. 

1.3. The conclusion of the Agreement shall constitute confirmation of having read the General Terms and Conditions of Orders and Deliveries and the Ordering Party’s consent to the content of their provisions, as well as an undertaking to apply them within the framework of the current Agreement and all other Agreements concluded to date. In the event that the Parties conclude any Agreements in the future, these General Terms and Conditions of Orders and Deliveries shall apply, unless the Parties expressly indicate otherwise or unless a more recent version of the GTCO&D applies. 

1.4. If the Buyer is in a permanent business relationship with the Seller, the Buyer’s acceptance of these General Terms and Conditions of Purchase and Delivery under one Agreement shall constitute consent to the application of the GTCO&D to all other agreements concluded by the Seller and the Buyer, unless expressly stated otherwise.

1.5. These General Terms and Conditions of Orders and Deliveries form an integral part of the Agreement. The General Terms and Conditions of Orders and Deliveries shall not apply to matters regulated differently in separate written Detailed Terms and Conditions of Orders and Deliveries.

1.6. No provisions of model contracts, regulations, or general terms and conditions of contracts used by the Buyer shall be binding on the Seller and shall not apply to the Agreement. The absence of objection to the standard contract templates, regulations, or general terms and conditions of contracts used by the Buyer, as well as the execution of the agreed transaction by the Seller and other similar actions of the Seller, shall not be construed as the Seller’s consent to some or all of the provisions of the standard contract templates, regulations, or general terms and conditions of contracts used by the Buyer.   

1.7. The Seller’s advertising and promotional materials are for informational purposes only and do not constitute an offer within the meaning of the Civil Code.

2. DEFINITIONS

2.1 Unless expressly stated otherwise, the terms and phrases used in these General Terms and Conditions of Orders and Deliveries shall have the following meanings:

a) “e-mail address” – a designation of an ICT system enabling communication by means of electronic mail (e-mail);

b) “business day” – a day other than a Saturday, Sunday, or public holiday within the meaning of applicable law; 

c) “Civil Code” – the Civil Code of April 23, 1964 (Journal of Laws 1964 No. 16, item 93, i.e. Journal of Laws of 2024, item 1061);

d) “Buyer” – a natural person, legal person or organizational unit without legal personality who intends to purchase or purchases Products from the Seller under the Agreement;

e) “Laboratory” – a laboratory operating in accordance with EN ISO/IEC 17025 and accredited by a national accreditation body operating in accordance with Regulation (EC) No. 765/2008 of the European Parliament and of the Council of July 9, 2008, for the testing of the Product;

f) “General Terms and Conditions of Orders and Deliveries” or “GTCO&D” – these General Terms and Conditions of Orders and Deliveries; 

g) “Sample Testing Procedure” – has the meaning specified in point 9 of these General Terms and Conditions of Orders and Deliveries;

h) “Product” – a product included in the Seller’s current range, which is the subject of the Agreement;

i) “Reference Sample” – has the meaning specified in section 4.1. of these General Terms and Conditions of Orders and Deliveries;

j) “Complaint Sample” – has the meaning specified in section 9.2. of these General Terms and Conditions of Orders and Deliveries;

k) “Seller” – VEGAN STOCK Spółka z ograniczoną odpowiedzialnością with its registered office in Krakow, ul. Józefa Marcika 6, 30-443 Krakow, REGON: 369733490, NIP: 7352876025, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division, under KRS number 0000723979, with share capital of PLN 6,166.05 (in words: six thousand one hundred and sixty-six zlotys 05/100)

l)    “Parties” – Buyer and Seller; 

m)  Detailed Terms and Conditions of Orders and Deliveries“ or ”DTCO&D ” – a document specifying the detailed subject matter and terms of delivery under the Agreement and the detailed specific obligations of the Parties established in the tender procedure or negotiated individually by the Parties;

n) “Agreement” – a sales or delivery agreement, as well as any other agreement, regardless of the procedure, form, and circumstances of its conclusion, under which the Seller’s essential obligation is to transfer ownership to the Buyer and deliver the products to them, and the essential obligation of the Buyer is to pay the price to the Seller or to perform another consideration agreed with the Seller. The Agreement consists of the Detailed Terms and Conditions of Orders and Deliveries, these General Terms and Conditions of Orders and Deliveries, as well as the annexes and appendices indicated in the content of the above-mentioned documents (whereby the above-mentioned documents complement and clarify each other and are considered as one agreement);

3. PLACING ORDERS 

3.1 Orders shall be placed exclusively in writing or in documentary form via authorized e-mail addresses or an electronic order placement and processing system.

3.2. When placing an order for Products, the Buyer should indicate the name and number of Products, the date and place of delivery of the Products, the details of the person placing the order, and any additional comments. The Buyer bears the sole risk of mistakes and errors made when placing an order for a Product.

3.3. The Seller may request that the Buyer supplement or clarify the content of the order placed. 

3.4. The order should be placed by persons authorized to make declarations of will and incur liabilities on behalf of the Buyer or duly authorized representatives of the Buyer/members of its staff in a manner that allows for the unambiguous identification of the persons placing the order. 

3.5. All declarations of will made via telecommunications devices and means assigned to the Buyer or under its control (including, in particular, fax numbers, e-mail addresses, or electronic order placement and processing systems) shall be deemed to originate from the Buyer and shall be effective within the framework of the relationship between the Buyer and the Seller. 

3.6 An order for a Product placed by the Buyer shall be deemed an offer within the meaning of the Civil Code. Unless the order specifies the validity period of the offer, the order shall remain valid for a period of 7 (seven) days. 

3.7. The Agreement shall become effective upon confirmation by the Seller of acceptance of the order placed by the Buyer. Confirmation of acceptance of the order, subject to changes or additions that do not significantly alter the content of the order, shall be deemed to constitute acceptance of the order. In such a case, the Agreement with the content specified in the order shall come into effect, taking into account the reservations contained in the confirmation of acceptance of the order. 

3.8. The Seller’s failure to respond to the Buyer’s order within the validity period of the offer shall be considered a refusal to accept the order.

3.9. When commencing cooperation with the Buyer, as well as in the event of significant doubts as to the Buyer’s ability to fulfill its obligations, the Seller shall have the right to request additional documents from the Buyer confirming the Buyer’s financial capacity.

4. REFERENCE SAMPLE 

4.1. The Seller shall store a Reference Sample of the manufactured/sold batches of the Product at its premises. 

4.2. The Reference Sample shall be collected by a designated employee of the Seller in a manner ensuring its representativeness.

5. DELIVERIES 

5.1. Unless the Parties have expressly agreed otherwise, deliveries of the Product shall be made under INCOTERMS 2010 – Ex Works (EXW) at the Seller’s production plant in Nowy Targ (Poland) (as indicated by the Company).

5.2. The Parties may agree that deliveries of the Product shall be made under INCOTERMS 2010 – Delivered at Place (DAP) – place of delivery as indicated by the Buyer.

6. SETTLEMENT OF DELIVERIES

6.1. In connection with the Agreement, the Seller shall issue invoices within the meaning of the provisions on tax on goods and services.   

6.2. The Seller shall be authorized to issue invoices without the Buyer’s signature. An invoice signed by the Seller or a person acting on its behalf, as well as an invoice issued on the basis of the authorization referred to in the previous sentence, shall be deemed to be an invoice accepted by the Buyer.   

6.3. The Buyer shall be obliged to pay the amount due for the performance of the Agreement by the Seller in the amount, manner, and within the time limit specified in the DTCO&D. If the DTCO&D does not specify a payment date, the Buyer shall be obliged to pay the amount due for the performance of the Agreement before the delivery of the Product.

6.4. Unless otherwise specified in the DTCO&D, the price of the Product is a net price excluding tax on products and services and does not include the costs of loading, transport, insurance, settlement of export and import liabilities, and other similar costs related to the delivery of the Product to the Buyer.   

6.5. If the Buyer’s delay in payment of the amount due under the Agreement concluded with the Seller exceeds 7 (seven) days, all other non-due receivables of the Seller towards the Buyer shall become immediately due and payable. In such a case, the Seller shall also be entitled to suspend the execution of orders resulting from Agreements concluded with the Buyer until the Buyer settles the Seller’s receivables.   

6.6. If reliable information is obtained that the Buyer is not performing its due obligations or has lost the ability to perform its due obligations, the Seller shall be entitled, within 60 (sixty) days from the date of obtaining the above information, to withdraw from the Agreements concluded with the Buyer by means of a unilateral declaration of will without incurring any liability in this respect towards the Buyer, or may make the performance of the Agreements concluded with the Buyer conditional upon receiving prior full payment for the Product being sold or appropriate security in the form and on the terms specified by the Seller.   

6.7. In the event of a complaint regarding the quantity of the delivered Product, the Buyer shall not be entitled to withhold payment for the Product.   

6.8. Without the prior written consent of the Seller (under pain of nullity), the Buyer shall not be entitled to dispose of claims arising from the Agreement, including claims for damages for non-performance or improper performance of the Agreement. 

6.9. Without the prior written consent of the Seller (under pain of nullity), the Buyer shall not be entitled to set off any claims against the Seller’s claims arising from the Agreement, unless the Buyer’s mutual claim has been confirmed by a final and binding judgment of a common court confirming the maturity of the Buyer’s claim.

7. SECURING THE SELLER’S

7.1. Unless the Parties have agreed otherwise in the DTCO&D, the Seller reserves the right of ownership of the delivered Product within the meaning of Articles 589 and 590 of the Civil Code – the transfer of ownership of the Product to the Buyer takes place on condition and upon payment by the Buyer of the price for the delivered Products. Until the price is paid, the Buyer may not dispose of the Products, and in the event of third-party intervention in relation to the Product to which the retention of title applies, the Buyer shall be obliged to inform the Seller of its right of ownership and immediately notify the Seller of the situation.   

7.2. Under the Agreement, the Buyer shall assign to the Seller, in order to secure its claims, all claims of the Buyer against third parties arising from the further use of the reserved Product (e.g., sale), together with all ancillary rights. If the Buyer uses the reserved products under a contract for work (or other similar contract), the transfer to the Seller shall include claims for remuneration for the work performed up to the value of the Product used for this purpose. The Seller reserves the right to directly pursue claims against third parties in the cases specified above.

 

8. COMPLAINT

8.1. If any defects are found in the Product, the Buyer is obliged to immediately, within 7 days at the latest, submit a complaint via email to the Seller’s address.

8.2. Complaints should be submitted using a dedicated form. The form is available from the Seller’s quality assurance department. The Buyer should request the form by emailing: qa@veganstock.eu

8.3. The complaint should include: the Buyer’s identification details, order number, type of Product and batch/serial number, detailed description of defects, information on the method and conditions of storage of the Product (including, among others, storage temperature, air humidity, storage period, storage method, any factors that may affect the Product during storage) and information on how the Product is used. The complaint should be accompanied by documentation confirming the storage conditions of the Product (e.g., photos of the Product and packaging, reports from refrigeration systems, etc.).

8.4. The Seller reserves the right not to accept a complaint if the obligations specified in points 9.1.-9.3. are not fulfilled.

9. SAMPLE TESTING PROCEDURE 

9.1. If the Buyer submits a complaint in accordance with all the requirements specified in section 8 of the GTCO&D, the Laboratory will conduct a Product sample testing procedure to verify its validity.

9.2. In the presence of the Seller’s representative, the Buyer shall take a Complaint Sample of the Product from the same batch/series as the Product subject to complaint, and shall draw up a report on this activity containing information on: the order number, the individual number of the Complaint Sample, the date and time of its collection, the type of Product and the batch/series number, the tools and methods used to collect and store the Complaint Sample, the personal data of the persons participating in the collection of the Complaint Sample, as well as any comments. The Report form is available from the Seller’s quality assurance department. The Buyer should request the form to be sent to the following e-mail address: qa@veganstock.eu

9.3. The Buyer is obliged to ensure the participation of the Seller’s representative during the collection of the Complaint Sample, whereby remote participation via real-time video transmission is sufficient.

9.4. After collecting the Complaint Sample, the Buyer shall send it to the Laboratory indicated by the Seller, to which the Seller shall simultaneously send the Reference Sample. Each Party shall be responsible for the proper delivery of the samples to the Laboratory.

9.5. After receiving the results of the analysis carried out by the Laboratory, the Seller shall send them to the Buyer to the e-mail address indicated by the Buyer.

9.6. If the results of the analysis carried out by the Laboratory differ in the case of the Reference Sample and the Complaint Sample, the results of the analysis of the Reference Sample shall be decisive.

9.7. If the results of the analysis of the Reference Sample and the Complaint Sample carried out by the Laboratory confirm the validity of the complaint submitted by the Buyer, the costs related to the Sample Testing Procedure shall be borne by the Seller. In all other cases, all costs related to the Sample Testing Procedure, including, but not limited to, the costs of the analysis carried out by the Laboratory and the costs of transporting the Reference Sample, shall be borne by the Buyer. The Buyer undertakes to cover these costs within 3 days of receiving the invoice.

10. WARRANTY AND GUARANTEE 

10.1. The Parties, pursuant to Article 558 § 1 of the Civil Code, exclude the Seller’s liability under the warranty.

10.2. The Seller declares that the Products delivered by it are of good quality and free from defects. The Seller is responsible for the packaging and the information on the Product label. 

10.3. If both the analysis of the Reference Sample and the Complaint Sample carried out by the Laboratory show that the Products are of inadequate quality or have defects, the Seller undertakes to replace the defective Product with a new one. However, if the Seller offers to refund the Buyer the price paid by the Buyer for those Products which have been found to be of poor quality or defective, the Buyer shall be obliged to accept such an offer.

11. LIABILITY 

11.1. The Buyer is obliged to read the information about the Product and strictly follow the instructions contained therein regarding the use of the Product and the conditions of its storage.   

11.2. The Seller shall not be liable for any damage resulting from storage and use of the Product contrary to the recommendations concerning the Product.

11.3. The Seller shall be liable only for damage caused by intentional fault or gross negligence. The limitation of the Seller’s liability shall not apply to personal injury. The Seller shall not be liable for lost profits and indirect damage caused by the Seller’s failure to perform or improper performance of the Agreement.   

11.4. The Seller’s liability to the Buyer for damage resulting from non-performance or improper performance of the Agreement is limited to the value of the Product purchased by the Buyer under the Agreement. 

11.5. If the Buyer does not use the Sample Testing Procedure or the Sample Testing Procedure is not followed, all liability of the Seller for product defects is excluded, and the Buyer shall not be entitled to any claims against the Seller in this respect. 

11.6. The Seller shall not be liable for the manner in which the Product purchased under the Agreement is used by the Buyer or third parties. 

11.7. The Seller shall not be liable for damage resulting from non-performance or improper performance of obligations under the Agreement, if the non-performance or improper performance of obligations is the result of a breach by the Buyer or persons acting on its behalf or for its benefit of obligations under the Agreement or a lack of proper cooperation on the part of the Buyer or persons acting on its behalf or for its benefit. 

11.8. Subject to the rights arising from the provisions of law, in the event of:   

a) threat of insolvency or filing for bankruptcy by the Buyer;

b) the Buyer commencing liquidation of its business;  

c) enforcement or security seizure of a significant part of the Buyer’s assets; 

d) the Buyer’s loss of financial liquidity or transfer of all or part of its assets to creditors;   

The Seller shall be entitled to withdraw from the Agreement (with effect for the future – ex nunc) within 60 (sixty) days from the date of obtaining reliable information about the occurrence of a specific event, or may make the performance of Agreements concluded with the Buyer conditional upon receipt of prior full payment for the Products (prepayment) or the establishment of security on terms specified by the Seller without incurring any liability in this respect towards the Buyer.   

11.9. Force majeure means an event beyond the control of a Party that prevents it from performing its obligations under the Agreement in whole or in part, permanently or temporarily, which the Party could not have foreseen or prevented or counteracted under normal circumstances, even with due diligence. Force majeure events include, in particular, natural disasters, acts of state authority, acts of war, acts of sabotage, acts of terrorism, general strikes and lockouts (except for strikes and lockouts at the Parties) or other social unrest, including public demonstrations and road blockades.   

11.10. Failure to perform or improper performance of obligations under the Agreement by a Party due to the effects of force majeure shall not be considered a breach of the Agreement. As far as possible in the circumstances, the Party affected by force majeure shall immediately notify the other Party of the occurrence of force majeure, its cause and expected duration.   

11.11. In the event of force majeure, the deadlines for the performance of obligations under the Agreement, for which force majeure constitutes an obstacle, shall be extended accordingly by the duration of the force majeure and the time needed to remove its effects, enabling the resumption of the performance of the Agreement.

11.12. If the force majeure persists for a period longer than 90 (ninety) days, preventing the performance of the Agreement, either Party may withdraw from the Agreement. In such a case, neither Party shall be liable for non-performance of the Agreement, and the Parties shall be obliged to settle their accounts taking into account the status of performance of the Agreement.

12. FINAL PROVISIONS 

12.1. The Parties shall exercise their rights under the Agreement to ensure the proper performance of the Agreement and shall exercise due diligence and use all legal means and factual possibilities at their disposal to ensure that the obligations set forth in the Agreement are also binding on the persons employed by the Party and its representatives.  

12.2. The Parties undertake to:  

a) cooperate in the implementation of the provisions of the Agreement in good faith, in a spirit of mutual loyalty and with respect for their legitimate mutual interests; 

b) to actively cooperate in the implementation of the subject matter of the Agreement, including the mutual exchange of information relevant to the proper performance of the Parties’ contractual obligations.   

12.3. The Buyer undertakes not to disseminate any unverified, false, or misleading information about the Seller, in particular concerning the persons managing the Seller and its enterprise, the products manufactured and services provided, the prices applied, financial, economic, or legal situation, which could cause damage to the Seller, undermine its reputation, or negatively affect its image.  

12.4. The Seller and the Buyer undertake to keep confidential and not to disclose to third parties information about the financial terms of the Agreement, unless such information is publicly known or has been previously agreed to by the other party, as well as at the request of authorized public administration and judicial authorities within the framework of procedures specified by law. Each party may disclose the fact of cooperation.  

12.5. The Seller and the Buyer mutually undertake not to disclose or use information of a technical, technological, organizational, commercial, or other economic nature constituting a trade secret of the other Party within the meaning of the provisions of the Act on Combating Unfair Competition (Journal of Laws 1993 No. 47, item 211, i.e. Journal of Laws of 2022, item 1233) under pain of civil and criminal liability.

12.6. Any amendment or supplement to the Agreement must be made in writing under pain of nullity.   

12.7. If any provisions of the Agreement are invalid, ineffective, or otherwise defective, they shall be replaced by valid and non-defective provisions with content and legal effects as similar as possible in economic and functional terms to the provisions being replaced, and the Agreement shall remain in force with regard to the remaining provisions.   

12.8. The provisions of sections 10, 11.9 – 11. 12 of the GTCO&D remain in force despite the termination of the Agreement in the event of its termination or withdrawal from the Agreement by one of the Parties or the Agreement being declared invalid or non-existent by a final decision of any administrative authority or court, as well as the occurrence of other events nullifying the legal force of the Agreement.  

12.9. In matters not covered by these provisions, the provisions of Polish law, in particular the Civil Code, shall apply.

12.10. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on April 11, 1980.

12.11. In the event of a dispute between the Parties regarding the performance of the provisions of the Agreement, the Parties undertake to make efforts to resolve the dispute amicably and to strive in good faith to reach an agreement.   

12.12. Any disputes arising out of or in connection with the Agreement between the Seller and the Buyer shall be finally settled by arbitration conducted by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”), with the proviso that in the event of non-payment of the price by the Buyer, the Seller may, at its discretion, bring an appropriate action for payment of the price and any ancillary claims and costs in accordance with the above arbitration clause or file a lawsuit with the common court competent for the Seller’s registered office. 

12.13. The Parties to the Agreement shall not disclose to third parties the existence of a dispute between them, its subject matter and course, both during attempts to settle the dispute amicably and after the initiation of proceedings before a common court.   

12.14. The Parties are obliged to communicate, make declarations of will and knowledge via the correspondence addresses, e-mail addresses, telephone and fax numbers indicated in the DTCO&D.   

12.15. The Parties undertake to immediately notify each other of any obstacles that may adversely affect the performance of the Agreement and of any changes in their delivery addresses, under pain of the delivery to the last indicated delivery address being deemed effective.