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GENERAL TERMS AND CONDITIONS OF SALE

I. Definitions

  1. "Terms and Conditions" means these General Terms and Conditions of Sale;
  2. "Online Shop T&Cs" means the Terms and Conditions of Use for the Online Shop of Südzucker Polska SA for Businesses;
  3. "Contract" means a Contract referred to in the Online Shop T&Cs;
  4. "Seller" means the Seller referred to in the Online Shop T&Cs;
  5. "Buyer" means a Customer referred to in the Online Shop T&Cs;
  6. "Product" means a Product referred to in the Online Shop T&Cs;
  7. "Price" means a Price referred to in the Online Shop T&Cs;
  8. "Party/Parties" means a Buyer or the Seller;
  9. "Documental Form" means that a Party makes a declaration of will by fax or email;
  10. "In writing" means that a Party makes a declaration of will in a document which is hand signed by a representative of such a Party;
  11. "Force Majeure" means an unavoidable and unforeseeable event which was beyond the control of the Party affected by the event or its effects and which was impossible to avoid despite appropriate measures taken. However, this term does not include an economic slowdown, a collapse of the sugar market, a change of general business conditions, and other similar business events.

II. General

  1. These Terms and Conditions:
    1. apply to each Contract;
    2. waive and exclude the application of any general terms and conditions of purchase applied or used by a Buyer.
  2. Subject to 3 below, each Party agrees not to disclose to third parties any information about the other Party of which it became aware in the course of or in connection with the performance of a Contract (and agrees not to disclose the contents of such a Contract). If a Sales Contract is performed by a Party using the services of its employees or a third party such as a contractor or a service provider of the Party etc., the Party using the services of its employees or a third party is responsible for ensuring that such employees or third parties do not disclose such information, either.
  3. With respect to the Seller, the confidentiality obligation set forth in item 2 above does not apply to transfers of information referred to in that item to Südzucker Group companies.

III. Terms of Delivery. Delayed Delivery.

  1. The quantity, quality, range and type of packaging of Products is each time specified in a Sales Contract.
  2. Irrespective of the retention of title to Products by the Seller, the rewards and burdens related to Products and the risk of accidental loss or damage to Products are transferred to a Buyer at the time of issue of Products thereto, subject to the following sentence. If a Buyer is late with collecting Products which are placed at their disposal and available for issue, the above benefits, burdens and risks are transferred to the Buyer as soon as the Products are placed at the Buyer's disposal.
  3. Assertion by a Buyer of their claims in connection with the Seller’s non-performance or malperformance of a Sales Contract and the Buyer's right to withdraw from the Sales Contract in such an event is governed by the applicable laws. Unless otherwise stipulated by such laws, prior to withdrawing from the Contract, the Buyer is required to request the Seller to perform its overdue obligations within an additional reasonable time indicated in the request. The request is invalid unless it is made in a Documental Form.
  4. In the event of the Seller's non-performance or malperformance of a Sales Contract, the Buyer notifies the Seller, at the Seller's request, if they wish to continue the performance of the Sales Contract, what claims due to the Seller's non-performance or malperformance of the Sales Contract they want to pursue (if any), or if they wish to withdraw from the Sales Contract.

IV. Force Majeure

  1. Neither Party shall be liable for any non-performance or malperformance of a Sales Contract caused by a Force Majeure event or its effects.
  2. The Party affected by a Force Majeure event or its effects is required to immediately notify the other Party thereof in a Documental Form and use its best efforts to minimize the duration and adverse effect of Force Majeure on the performance of their obligations under a Sales Contract.
  3. If the delivery time or dates envisaged in a Sales Contract cannot be observed due to a Force Majeure event, they are extended accordingly.
  4. If the inability to perform a Sales Contract or to perform it appropriately, arising from a Force Majeure event lasts more than 30 (continuous) days, then either Party may withdraw from the Sales Contract after such 30 days without specifying any additional time for the other Party to perform its overdue obligations.

V. Acceptance of Products

  1. If a Buyer does not collect Products bought within the delivery time or by the delivery date(s) as specified in a Sales Contract, the Seller, irrespective of any other rights available thereto under the applicable laws, may store such uncollected Products at the risk and expense of the Buyer or, after an additional period specified in a Documental Form for the Buyer’s collection of the Products has expired without effect, withdraw from the Contract.
  2. The provisions in item 1 above do not apply if the Buyer can demonstrate that they are not at fault for the failure to collect the Products within the agreed delivery time or by the agreed delivery date(s).
  3. Acceptance of Products in terms of quality and quantity is carried out by the Buyer at their exclusive risk and expense at the time of collecting the Products issued by the Seller.

VI. Complaints

  1. Quality or quantity complaints about Products should be, subject to the provisions in item 2 below, made by a Buyer or a person collecting Products on their behalf in writing (or else void), in the form of reservations about a Goods Issued Note at the time of signing it, or else such Products will be considered not to have any defects and any claims that the Buyer may have against the Seller in that respect will expire.
  2. If there are any hidden sugar defects, any complaints about such defects should be made in the form of a complaint report submitted in writing (or else void) within 3 (three) business days of the date when such defects could have been identified by the Buyer, acting with due diligence, or else the Buyer's complaints in that respect will expire.

VII. Other Types of Liability

The Seller’s liability for damages due to any non-performance or malperformance of a Sales Contract is limited to the actual loss sustained by the Buyer. The amount of damages is each time limited to the value of the Products (net of value-added tax) with respect to which the Seller has acknowledged its non-performance or malperformance of the Sales Contract by accepting the Buyer’s complaint, provided that there is an adequate cause and effect relationship between such non-performance or malperformance of the Sales Contract and the loss reported by the Buyer.

VIII. Packaging

  1. Used EUR-EPAL pallets are used as transport packaging for Products, and their quality is specified in Annex 1 hereto.
  2. By buying Products, a Buyer also acquires title to EUR-EPAL pallets referred to in item 1 above, at no additional cost.
  3. Subject to item 4 below, if, based on findings made by the Seller after the end of the given calendar year, the number of EUR-EPAL pallets acquired by a Buyer together with Products in accordance with item 2 above in that calendar year is higher than 100 (in words: one hundred ), then the Seller, if requested to do so by the Buyer in a Documental Form by the 31 January of the following year, repurchases the pallets acquired by the Buyer in accordance with item 2 above from the Buyer or buys the same quantity (stated in the Buyer's request) of other EUR-EPAL pallets from the Buyer, however not more than the number of pallets acquired by the Buyer in accordance with the said item 2 of this Chapter VIII.
  4. If, in the given calendar year, the number of EUR-EPAL pallets acquired by a Buyer together with Products in accordance with item 2 above exceeds 200 (in words: two hundred), then the Buyer may submit a request referred to in item 3 above for the repurchase or purchase of pallets by the Seller from the Buyer at any time after the day on which the number of pallets purchased by the Buyer together with Products exceeds 200 (in words: two hundred).
  5. The repurchase or purchase of EUR-EPAL from a Buyer by the Seller at the Buyer's request referred to in item 3 or 4 above takes place at sales price 15 (in words: fifteen) PLN per pallet (net of value-added tax):
  6. The place of issue to the Seller of EUR-EPAL pallets repurchased or purchased by the Seller from the Buyer in accordance with this Chapter VIII will each time be agreed upon by the Parties. Upon the issue of such pallets to the Seller at the agreed upon place, any and all burdens, risks and rewards of the EUR-EPAL pallets are transferred to the Seller.

IX. Retention of Title to Products

  1. Products are sold subject to retention of title, i.e. the title to them remains vested in the Supplier until the Buyer has paid the Price in full.
  2. If Products are processed by a Buyer to produce a new thing prior to the payment of the purchase price, then, under Article 192 (2) of the Polish Civil Code, the thing produced becomes the Seller's property.
  3. If, prior to the payment of the sales price, Products are combined or mixed by a Buyer in such a way that it would be excessively onerous or costly to restore them to their original condition, then, under Article 193 (1) of the Polish Civil Code, subject to Article 193 (2) of the Polish Civil Code, the Seller becomes a joint owner of the whole. The Seller's joint ownership share is determined in proportion to the ratio of the values of the combined or mixed things.
  4. If Products are seized, encumbered with third party rights or any similar actions are taken with respect to them prior to the payment of the sales price by a Buyer, the Buyer is required to immediately notify the Seller thereof and take any and all measures to protect the Seller's title to such Products, independently or, at the Seller's request, together with the Seller.

X. Payment of the Sales Price

  1. With respect to selling and delivering Products to a Buyer, the Seller will issue separate VAT invoices for each delivery of such Products.
  2. For the purpose of calculation of the invoice amount, the relevant weight or volume shall be the weight or volume of Products established at the Seller’s place at the time of their loading onto a means of transport used for their delivery to the delivery destination.
  3. Each invoice should be paid by bank transfer to the Seller's bank account indicated in the invoice.
  4. Subject to item 5 below, the date of payment shall be understood as the day on which the Seller’s bank account is credited with the amount due from the Buyer.
  5. If an invoice is due on a Saturday, Sunday or statutory holiday in accordance with the applicable laws, payment is considered timely provided that the Seller's bank account is credited with the amount due under such an invoice on the first business day following the Saturday, Sunday or statutory holiday.
  6. If a Buyer is late with the payment of amounts due to the Seller, the Seller may claim statutory default interest from the Buyer. Moreover, if a Buyer is late with the payment of the whole or a part of the amount due under any invoice issued by the Seller for Products by more than seven days, the Seller may:
    1. suspend deliveries of Products under any Contract other than the Contract in respect of which payments are overdue, provided that the delivery dates for such Products fall after the above overdue amount arose, until the Buyer pays all the overdue amounts, including default interest; or
    2. withdraw, entirely or in part, from any Contract, without the obligation to indicate an additional period to make such overdue payments.

Wrocław, 3 April 2018

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