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Terms and Conditions of Use for the Online Shop of Südzucker Polska SA for Businesses

Article 1 Introductory Provisions

  1. The online shop of Südzucker Polska SA for businesses (henceforth: the "Online Shop") works at the address https://b2b.suedzucker.pl/ and is operated by Südzucker Polska SA, with its registered office in Wrocław (address: ul. Muchoborska 6, 54-424 Wrocław), entered in the Register of Businesses of the National Court Registry, kept by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Registry, with the reference number 0000134177, as the seller (henceforth: "SZP SA" or the "Seller").
  2. The Online Shop operates under and on the basis of these Terms and Conditions of Use for the Online Shop of Südzucker Polska SA for Businesses (henceforth: the "Online Shop T&Cs").
  3. These Online Shop T&Cs apply to each order (henceforth: "Order") placed with the Online Shop by an entity indicated in clause (4) of this Article and to each sales or delivery contract (henceforth: "Contract") executed in accordance with these Online Shop T&Cs in consequence of the placement of an Order.
  4. Products on offer in the Online Shop (henceforth: "Products" or "Product") are only intended for sale to Tax ID (NIP) holders who or which carry on business, i.e. sole proprietors, legal persons or entities without legal personality, which are entered in the Central Registration and Information on Business or the Register of Businesses of the National Court Registry. For the purpose of these Online Shop T&Cs, any person or entity who or which meets the conditions set forth in this clause (4) is referred to as a Customer.
  5. Matters not covered by these Online Shop T&Cs are governed by the provisions in the General Terms and Conditions of Sale (henceforth: the "GTCS"), as published by the Seller on https://b2b.suedzucker.pl/ . If the GTCS are amended by the Seller, the version of the GTCS which was published and applicable at the time of placement of the given Order is applicable to that Order.
  6. If there is any inconsistency between these Online Shop T&Cs and the GTCS, these Online Shop T&Cs prevail.

Article 2 Orders and Contracts

  1. The presentation of Products in the Online Shop by the Seller does not constitute an offer to sell such Products within the meaning assigned by the Polish Civil Code of 23 April 1964 (henceforth: the CC), but rather an invitation for a Customer to place an offer, in the form of an Order and in accordance with the further provisions in this Article, to buy the Products included in the Order.
  2. In order for a Customer to place an Order:
    1. if this is the Customer's first Order in the Online Shop, the Seller must register the Customer on the IT system based on the Customer's submission (henceforth: "Registration"), providing the Customer with the necessary login details for the individual account set up for the Customer as a result of the Registration (henceforth: "Account");
      or
      if the Customer already has an account, the Customer must log into the Account;
    2. the Product selected must be added to a virtual cart (henceforth: "Shopping Cart");
    3. an order form (henceforth: "Order Form") must be completed by entering at least the data in the required fields;
    4. the Order Form must be confirmed and sent to the Seller in the way specified on the Online Shop website.
  3. The confirmation of the Order Form and its sending to the Seller as provided for in clause (2)(d) above is tantamount to confirming that the Customer has read and accepted the Online Shop T&Cs, the GTCS, and it is tantamount to the Customer placing an offer with the Seller to buy the Products added to the Shopping Cart and included in the Order Form (henceforth: "Offer to Buy").
  4. The delivery of the Offer to Buy the Products referred to in clause (3) above to the Seller is acknowledged with an automatically generated email sent to the Customer's email address as indicated in the Order Form. The acknowledgement referred to in the preceding sentence is only an acknowledgement that the Offer to Buy has been delivered to the Seller and it is in no way an acceptance of the said Offer to Buy by the Seller yet.
  5. The Offer to Buy placed by the Customer is accepted by the Seller by means of an “Order Confirmation” that is generated by Seller’s SAP Goods sales system and sent to Customer’s email address indicated by the Customer in the Order Form. The application of Article 682 of the Civil Code (tacit acceptance of an offer) and Article 69 of the Civil Code (implied acceptance of an offer) is hereby excluded with respect to Offers to Buy. Please note that e-mail correspondence sent to the Customer before the Customer has received the “Order Confirmation” does not constitute Seller’s statement of acceptance of the Offer to Buy as it is used for technical purposes only, i.e. in particular the assignment of an Order number and reference number and the compilation of an Order summary.
  6. Once the Customer has been delivered the “Order Confirmation”, the Contract is formed between the Customer and the Seller in respect of the Products involved in the Offer to Buy.

Article 3 Sales Price and additional costs

  1. The sales price shown for each Product (henceforth: "Price") on the Shop site is expressed in the Polish zloty (PLN) for 1 T of the Product and it is shown net of value-added tax and does not include costs resulting from the option and place of delivery of the Goods selected by the Customer.
  2. Value-added tax will be added to each Price in accordance with the applicable laws.
  3. When settling and invoicing the sale of Products, binding for the Customer and Seller is the Price referred to in paragraph 1 above (the price per 1 ton of the Good), not the price per 1 pallet of the Goods. The price with 1 pallet of the Goods is generated in the SAP system used by the Seller to service sales carried out in the Online shop only for the internal purposes and needs of the Seller.

Article 4 Delivery

Deliveries of Products bought by a Customer in the Online Shop are made under CPT terms (Incoterms 2010), in Poland only.

Article 5 Date of Payment

The Price is paid by the contractual date due.

Article 6 Set-offs

A Customer may apply any amounts owed to it by the Seller against any amounts owed to the Seller thereby only if the amounts owed to the Customer are undisputed, have been acknowledged by the Seller, or adjudged by a court in a final decision.

Article 7 Copyright

  1. Any and all copyright in and to any photos, pictures, descriptions, PDF files uploaded to the Online Shop in order to present, mark or describe Products, and any and all rights to Product trademarks lie with the Seller and may be used by a Customer only with the prior consent of the Seller given in writing, or else void.
  2. It is not permitted for a Customer to make any changes to any photos, pictures, descriptions, PDF files, referred to in clause (1) above, or to make them available to any third party.

Article 8 Personal Data

  1. The provision of personal data by a Customer (henceforth: "Personal Data") at the time of the Customer's Registration by the Seller or at the time of logging into the Account is voluntary and it is not a statutory or contractual obligation. However, the provision of Personal Data at the time of Account Registration is necessary for setting up an Account and, as a result, for placing an Order and executing and performing a Contract. Any failure to provide Personal Data required in the registration form prevents Account Registration.
  2. By registering or logging into one's Account, a Customer consents to the processing of their Personal Data for the following purposes: Registration, addition of the Customer to the Customer database, setting up and maintaining an Account, placing an Order, and executing and performing a Contract. A Customer may, at any time, withdraw their consent to the processing of their Personal Data, which does not affect compliance of the processing completed before the withdrawal with the law.
  3. A consent given by a Customer, referred to in clause (2) above (Article 6 (1) (a) of the 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 (General Data Protection Regulation) and, for its processing for the purpose of execution and performance of a Contract, also Article 6 (1) (b) of the 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 (General Data Protection Regulation).
  4. The Seller is the Personal Data Controller.
  5. Employees or associates of the Seller responsible for the operation of the Online Shop are recipients of Personal Data of a Customer.
  6. Personal Data of a Customer will be retained by the Seller as long as the Customer's Account remains active. To the extent that Personal Data is necessary for the performance of Contracts, it will be retained until such Contracts are completed and, subsequently, for a period necessary for dealing with any potential claims arising from or in connection with such Contracts and payments made thereunder.
  7. A Customer may access their Personal Data, has right to rectification or erasure of personal data or restriction of processing or to object to processing as well as the right to data portability and right to lodge a complaint with a supervisory authority.

Article 9 Cookies

  1. Due to Customers’ browser settings and in order to improve the functionality of the Online Shop (https://b2b.suedzucker.pl/), this website uses cookies.
  2. Cookies make it possible, among other, to customise user experience in the Online Shop and they are not designed to collect personal data, such as first or last names, company name, address of residence, Customer’s business address, etc.
  3. Cookies are stored on a Customer’s (end user’s) hard drive to adapt the site to the expectations of the Customer (as an end user) and improve website navigation. Saving cookies to the hard drive of the Customer (as an end user) does not change the configuration of the equipment or software installed.
  4. By making the Registration or logging to the Account, the Customer agrees to the use of cookies.
  5. The Customer can change their cookie settings at any time or refuse the use of cookies and disable them in their browser. Detailed information about cookie management options is available in software settings (Internet browser settings). Making the changes described above will not result in problems with using the Online Shop (https://b2b.suedzucker.pl/ ).

Article 10 Final Provisions

  1. If any provisions of these Online Shop T&Cs or the GTCS are found to be invalid or ineffective, this does not affect the validity or effectiveness of a Contract, unless any material provisions of the Contract are affected by the invalidity and it follows from the Contract that without the provisions affected by the invalidity the Contract would not have been executed.
  2. Matters not covered by these Online Shop T&Cs or the GTCS are governed by the applicable Polish or EU laws, provided that such EU laws are directly applicable in the territory of the Republic of Poland.
  3. A general court in Wrocław of subject-matter jurisdiction is the court having jurisdiction over any disputes arising from or in connection with buying any Products in the Online Shop, in the first instance any disputes arising from or in connection with a Contract.

Wrocław, 31.05.2019