General Terms for Sales Agreements
of Firma Branży MięsnoTłuszczowej „Sadełko”
Krystyna Chojecka i Piotr Chojecki Spółka Jawna
1. Seller - Firma Branży Mięsno-Tłuszczowej "Sadełko" Krystyna Chojecka i Piotr
Chojecki Spółka Jawna, ul. Nowomiejska 14/18, 63-130 Książ Wielkopolski, Poland,
Tax Identification Number (NIP) 785-111-86-56, National Business Registry Number
(Regon) 630710053, National Court Register Number (KRS) 0000077209.
2. Buyer – natural person, corporate entity, non-corporate entity, or any other domestic
or foreign entity having legal relations with the Seller resulting from the conclusion of
sales agreement, supply agreement or another type of agreement, as well as any
entity intending to conclude such agreement with the Seller and an entity at whose cost
and order the goods are supplied.
3. GTSA and the terms such as "Terms", "Sales Terms", "these Terms" and other
terms used in a similar context shall mean General Terms for Sales Agreements of
Firma Branży Mięsno-Tłuszczowej „Sadełko” Krystyna Chojecka i Piotr Chojecki
4. Commercial Goods – goods and items being the subject of sale and delivery
performed by the Seller.
5. Sales Agreement and "Agreement" – shall mean sale and delivery of Commercial
Goods concluded by and between the Seller and the Buyer, based on which the Seller
undertakes to transfer to the Buyer the ownership to goods and release the goods
thereto, whereas the Buyer undertakes to collect the goods and pay the price to the
Seller, regardless of the form agreed on by the Parties.
6. Order – a declaration addressed to the Seller by persons authorised to represent the
Buyer expressing the intent to conclude an agreement and including the necessary
elements of the sales agreement, i.e. type of goods, price, quantity and other essential
elements characteristic for a given obligation (including manner of packing, best before
date, formal and legal documents, such as health and export certificates) submitted in
writing by fax, or in electronic form by e-mail.
7. Carrier – an entity acting on behalf of the Seller or the Buyer, executing transport of
Commercial Goods from the place of goods’ release indicated by the Seller and
specified by the Parties in the Agreement to the place of their collection by the Buyer.
8. INCOTERMS 2010 - International Commercial Terms published by ICC (International
Chamber of Commerce) in updated version which became binding on 1 January 2011,
recognized by United Nations Commission on International Trade Law (UNCITRAL) as
a global standard for interpreting the principles of international trade.
9. Inspection Commission – shall mean an entity authorised by the Parties to the
agreement, based on these Sales Terms, to examine Commercial Goods delivered by
the Seller and covered by a complaint lodged by the Buyer. The Parties agree that the
Inspection Commission shall be a world-renown entity dealing with examination and
certification with respect to food quality, hygiene and safety. The entity set out under
this definition shall be, in particular, SGS Polska Sp. z o.o. (LTD), ul. Bema 83,
Warszawa, 01-233 albo Bureau Veritas Polska Sp. z o.o. (LTD), ul. Migdałowa 4, 02-
796 Warszawie. Establishing other Inspection Commission than appointed above
requires obtaining written consent of the Seller.
10. Authorised Entity – natural person, corporate entity, non-corporate entity authorised
by the Seller to represent the Seller in the course of examination of Commercial Goods
covered by a complaint lodged by the Buyer.
11. Civil Code – shall mean the Act of 23 April 1964, Civil Code (Journal of
Laws.2014.121, consolidated text, as amended).
II. APPLICATION OF THE SALES TERMS
1. Unless otherwise expressly stipulated, these GTSA shall apply to all offers, sales and
delivery agreements concerning Commercial Goods marketed by Firma Branży
Mięsno-Tłuszczowej „Sadełko” Krystyna Chojecka i Piotr Chojecki Spółka Jawna, in
particular to all agreements on the sale of meat and other food products concluded by
and between the Seller and the Buyer, undertaking the purchase for the purpose
related to its economic activity, regardless of the Buyer’s place, country and registered
office (place of residence) and regardless of the place of destination or delivery of
2. GTSA shall form an integral part of each order placed by the Buyer with the Seller and
they shall be binding throughout the term of the agreement and with respect to any
claims concerning its execution. By placing the order, the Buyer or a person authorised
to represent it shall acknowledge that before concluding the agreement it became
familiar with the General Terms for Sales Agreements, it knows their content and fully
accepts them. Complying with the above shall be a prerequisite for commercial
cooperation between the Parties.
3. General or special Terms of Agreements applied by the Buyer shall not be applied by
the Seller and shall not apply to offer, agreements and deliveries governed by these
terms, unless the Seller, before concluding the agreement, expressly declared in
writing that such different terms shall be applied to a particular transaction. The
consent to apply different terms shall be limited to a given transaction, which means
that they shall not be applicable to other transactions and agreements between the
Buyer and the Seller.
4. The provisions of these GTSA may be changed solely in writing under pain of nullity. If
the offer placed and the agreement concluded between the Seller and the Buyer
contain provisions different from those included in the offers and agreements governed
by GTSA without explicit exclusion of their application, all other provisions of GTSA
shall remain binding.
5. In the event the Parties remain in steady economic relations, or in case of agreement
on cooperation for regular supplies, each individual delivery of Commercial Goods shall
be treated as a separate Sales Agreement. The provisions of these Terms of Sale shall
be applied accordingly.
6. These GTSA shall not be applied to agreements concluded between the Seller and
consumers within the meaning of Article 221 of the Civil Code, i.e. natural persons
performing a legal action not directly related with their business or professional activity.
III. CONCLUSION OF AGREEMENT
1. In order to conclude the Sales Agreement, the Buyer and the Seller shall conduct
negotiations intended to determine substantive provisions of the future Sales
Agreement. Negotiations may be conducted in a manner agreed upon by the Parties,
such as through electronic mail, fax, and telephone or in writing. Unless the Parties
agree otherwise, the goal of the conducted negotiations is to determine the content of
future Sales Agreement.
2. Following negotiations, in the event the Parties agree on the substantive provisions, the
Seller shall draw up sales agreement, sign it and send to the Buyer for its signature
(further referred to as the ”Sales Agreement”) by electronic mail, fax or conventional
postal delivery (registered mail).
3. The Sales Agreement shall include all provisions agreed upon by the Parties in the
course of negotiations, including but not limited to: stipulating the parties to the
agreement; subject matter of the agreement; the manner of delivery; sales price
(individual and total); payment for additional services such as transport or insurance of
Commercial Goods; payment due date; payment terms as well as other details
necessary to execute the agreement properly.
4. If the Sales Agreement does not contain provisions concerning particular specification
of goods, quality, packaging or other characteristic elements of Commercial Goods
purchased by the Buyer, it shall be deemed that the Buyer left to the Seller to
determine these elements and the choice made by the Seller shall be fully accepted.
The Seller shall make every effort to pack Commercial Goods in a manner proper for
the transport agreed upon by the Parties.
5. Any photographs, specifications, samples and other similar elements shall form trade
information intended solely to enable the Parties to conduct negotiations aimed at the
conclusion of Sales Agreement and shall not form any covenants on the part of the
Seller concerning the offered Commercial Goods. The aforementioned information
shall not form the basis for questioning the Commercial Goods delivered by the Seller,
interpreting provisions of the Sales Agreement and lodging any claims by the Buyer
against the Seller. All arrangements made by the Parties, including those concerning
specification of the purchased Commercial Goods, shall be specified by the Sales
6. In the event the Buyer provides the Seller with an order for the purchase of specific
Commercial Goods, the Buyer’s order shall be deemed an invitation to commence
negotiations concerning the conclusion of Sales Agreement referred to in par. 1. The
same is applied in the event the Buyer makes comments or suggests changes to the
offer or draft Sales Agreement sent to the Buyer by the Seller.
7. The Buyer’s order shall not be binding for the Seller unless it is confirmed by the Seller
in writing. The Seller shall not be required to accept and complete the Buyer’s order in
any case, also when the Parties remain in steady economic relations.
8. The Sales Agreement shall be concluded at the registered office of the Seller.
9. Upon conclusion of the Sales Agreement or placement of an order, the Buyer shall
acknowledge that it became familiar with and accepted GTSA. With the Buyer’s
acknowledgement of GTSA, the Sales Terms shall form an integral part of the Sales
10. The Sales Agreement shall be concluded on the date the Seller is served with the
Sales Agreement signed by the Buyer. The Buyer shall serve the signed Sales
Agreement to the Seller by electronic mail, fax or conventional postal delivery
(registered mail), not later than within 48 hours from receiving it from the Seller. In the
event the Seller is not served with the Sales Agreement signed by the Buyer within the
indicated period, it shall be deemed that the Parties concluded the Sales Agreement at
the end of the aforementioned period.
11. In case of any doubts, it shall be deemed that the Sales Agreement served by the
Seller to the Buyer, referred to in par. 10, forms an offer within the meaning of the
Polish Civil Code, which may be accepted by the Buyer only without any reservation.
12. The date and time of concluding the agreement shall be the official date and time
applicable at the moment of its conclusion in Poland (UTC: +01:00 - CET, Central
European Time or UTC: +02:00 - CEST, Central European Summer Time, depending
on the season). The aforementioned rules for determining date and time shall be
binding also for determining the delivery date for Commercial Goods, the date of their
collection by the Buyer and other deadlines related to the execution of the Sales
13. The Sales Agreement shall be signed by persons authorised to make declarations of
intent on behalf of the Buyer.
14. The Seller’s agents and traders shall act solely within the limits of their authorisations.
The Seller shall not be liable for the actions of its agents or traders exceeding the
scope of authorisation.
15. The Seller shall be entitled to verify the authenticity of signatures and authorisations of
the persons singing any documents sent to the Seller concerning the conclusion and
execution of the Sales Agreement. The Buyer shall be required to enable the Seller to
verify the authenticity of signatures and authorisations of the persons singing any
documents sent to the Seller concerning the conclusion and execution of the Sales
Agreement, upon each request of the Seller, within 48 hours from the date of receiving
such request. Moreover, the Seller may request the Buyer to make a statement
concerning the authenticity of signatures and confirmation of authorisations of
signatories to represent the Buyer with respect to particular actions. Failure of the
Buyer to respond to such request of the Seller shall be deemed as confirmation by the
Buyer of the authenticity of signatures and authorisations of the persons referred to
16. The Seller may perform its obligations arising from the Sales Agreement with the help
of third persons or entrust performance of that obligation to third persons
17. The Seller shall not be required to complete an order in the event when, for reasons
beyond its control, particularly in result of actions on the part of the Buyer, third persons
or force majeure, the sale of Commercial Goods becomes cumbersome or may lead to
losses on the part of the Seller in the amount exceeding 20 % of the value of a given
IV. DELIVERY OF COMMERCIAL GOODS
1. Delivery of Commercial Goods shall take place in line with the arrangements between
the Parties set out in the Sales Agreement, in a manner stipulated therein.
2. Any references in the Sales Agreement to trade terms (such as EXW, FCA, etc.) shall
relate to INCOTERMS 2010, published by the International Chamber of Commerce in
3. Unless otherwise expressly agreed by the Parties, all deliveries shall be executed by
the Seller under of the EXW clause, in line with INCOTERMS 2010.
4. Deliver dates shall be specified by the Seller in the confirmation of the Buyer’s order or
in the Sales Agreement.
5. The delivery shall take place by releasing Commercial Goods to the Buyer or the
person authorised by the Buyer (designated person), including forwarder, carrier or
another entity specified in the Sales Agreement and selected by the Parties, and if the
Buyer or the person authorised by the Buyer does not appear at the place and time of
the delivery, Commercial Goods shall be deemed to be released and they shall be
stored at a place chosen by the Seller at its discretion, at the Buyer’s cost and risk.
6. The delivery date shall start running from the date of concluding the Sales Agreement.
The date of delivery shall be deemed met if the goods are released on the specified
date to the person authorised to collect them, including forwarder or carrier from the
Seller’s warehouse. If the Buyer did not specify the place of delivery, the delivery date
shall be deemed met if the goods were made ready for collection on the specified date.
7. The Buyer shall be required to collect the ordered Commercial Goods on the date
stipulated in the Sales Agreement. If the Buyer delays the collection of goods for
reasons not attributable to the Seller, and the Buyer’s delay exceeds 7 calendar days,
the Seller shall be entitled to withdraw from the Agreement and sell Commercial Goods
covered by the Agreement to a third party chosen by the Seller at its discretion without
the need to provide the Buyer with additional request to collect Commercial Goods.
The Seller’s right to withdraw from the Agreement may be exercised within 60 days
from expiry of the 7-day period of the Buyer’s delay referred to above.
8. The Seller shall not be liable for not meeting the delivery date if the reason for not
meeting the delivery date was force majeure or other circumstances beyond the
Seller’s control, such as untimely delivery by the Supplier’s subcontractors, unforeseen
disturbances in the Supplier’s work as well as interruption in power supply, equipment
failures, transport delays, duration of export and customs procedures, road blockage,
time limitations in road, air or water transport, trade embargo and export limitations
introduced by administration authorities, etc. In the event of occurrence of the said
circumstances, the Seller shall inform the Buyer thereof and shall indicate the expected
delivery date of the affected Commercial Goods. Where it is not possible to deliver
Commercial Goods within 30 days beyond the delivery date stipulated in the Sales
Agreement, the Parties shall negotiate the manner of executing the Sales Agreement
or its termination.
9. Subject to the provisions laid down in the Sales Agreement, each delivery of
Commercial Goods shall be executed by the Seller in parts. The final determination
and approval of the Buyer’s suggestions concerning the quantity, type and date of
delivery of Commercial Goods shall belong to the Seller.
10. In the event the Seller delays the execution of individual deliveries referred to in par. 8,
or the execution of delivery is not possible, the Buyer may withdraw from the
agreement with respect to the deliveries unexecuted until the termination date without
the right to request compensation for any damage resulting therefrom. The right to
withdraw from the Agreement does not apply to Sales Agreement for non-standard
Commercial Goods, delivered by the Seller based on a special order of the Buyer, in
accordance with specifications provided by the Buyer. With respect to the
aforementioned Commercial Goods, the Parties shall fully cooperate in order to set
new delivery date.
11. In the event the order is cancelled in full or in part, the Buyer shall cover all reasonable
costs incurred by the Seller for completing that order. Cancelling the order or changing
the place of destination (delivery) of Commercial Goods shall require, each time, the
Seller’s written consent.
12. Unless otherwise provided in the Sales Agreement, the Seller, in accordance with
Article 357 of the Civil Code shall deliver Commercial Goods of average quality, i.e. of
quality and characteristics typical for Commercial Goods of a given type being part of
the Seller’s offer, at the sales price agreed upon by the Parties.
13. Any change to the place of destination or delivery of Commercial Goods, requested by
the Buyer, shall require written consent of the Seller. The Seller shall be entitled to
refuse its consent without stating the reasons, particularly if the change to the place of
destination or delivery of Commercial Goods requires issuing or providing additional
sales, export or import documents, health or quality certificates concerning export of
Commercial Goods to a country other than the one agreed upon by the Parties in the
14. In the event the Seller grants its consent to change the place of destination or delivery
of Commercial Goods, the Buyer shall reimburse the Seller with any resulting costs.
The provisions of GTSA relating to payment of the Price shall apply mutatis mutandis
to the costs referred to in this paragraph.
15. In the event the Seller uses the services of a forwarder or carrier, the risk of accidental
loss or damage to Commercial Goods shall pass to the Buyer upon the moment of
releasing the goods to the forwarder or carrier (including land, air and water) and the
Seller shall not be liable for any losses or deficiencies in the goods or their packaging
16. The transport costs shall be borne by the Buyer in accordance with the rates applied by
V. PRICES AND PAYMENT TERMS
1. The price shall be agreed upon in the currency determined by the Parties.
2. Unless otherwise provided in the Sales Agreement, the set Price shall not cover
applicable taxes, customs fees or other public or private charges. The prices specified
in the offer, order or reply to the Buyer’s order shall be net prices. The Seller shall add
VAT to the price, at the rate applying on the date of issuing the invoice, if the tax is due
under the current legal regulations.
3. The Buyer undertakes to pay the price by bank transfer to the Seller’s bank account
specified on the invoice or sales document, by the deadline arising from the Sales
Agreement. The date of booking the amount due on the Seller’s bank account,
specified on the invoice or sales document, shall be the date of Price payment.
4. The Parties exclude the possibility of setting off the Price on the part of the Buyer from
any sums or claims applicable to the Buyer, even if only potentially, with respect to
conclusion or execution of the Sales Agreement or due to any other contractual
relations between the Parties, or warranty claims, regardless of the legal and factual
basis of these liabilities.
5. For services and actions not covered by the Sales Agreement, but performed with the
Buyer’s consent, or if their performance is necessary to properly execute the Sales
Agreement, the Seller shall receive payment proportionate to the work performed by
the Seller and, in addition, it shall be reimbursed with any costs incurred in their full
7. In the event of delay in payment of the Price, the Seller shall be entitled to charge the
Buyer with statutory interest, in accordance with the provisions of the Polish Civil Code.
Request for payment of interest shall become enforceable from the next day after the
last payment date stipulated in the Sales Agreement. The interest shall be payable for
each commenced day of payment delay until the date the amount due is paid.
8. In the event of any claims on the part of the Seller resulting from conclusion or
execution of the Sales Agreement, the Seller shall be entitled to deduct any
counterclaims of the Buyer and to withhold Commercial Goods or documents enabling
their collection from the Carrier or from the place of their storage until the Buyer settles
all receivables of the Seller arising from conclusion or execution of the Sales
Agreement or other agreement concluded by the Parties. Executing the
aforementioned right by the Seller shall not result in default by the debtor.
9. Granting any discount, reduction in charges and bonus or reducing the Price agreed
upon by the Parties on any basis shall require written consent of the Seller. In case of
any doubts, it shall be deemed that the said discount, reduction in charges or other
price reductions have been granted by the Seller only with respect to a part of
Commercial Goods specified by the Seller and covered by a given Sales Agreement.
10. Unless otherwise provided in the Sales Agreement, the Price quoted in commercial
offer or Sales Agreement shall not include transport, packaging or Commercial Goods
insurance costs, or any other similar charges. The Seller shall not be required to insure
the goods if the Sales Agreement does not explicitly stipulate such obligation.
11. Any other costs that may arise during completion of the order, such as reloading costs,
repacking costs, costs related to change in the place of destination or other charges
and taxes applicable during completion of the order shall be borne by the Buyer, unless
the Parties agreed otherwise in writing.
VI. COMPLAINTS, VERIFICATION OF THE GOODS QUALITY AND LIABILITY FOR DEFECTS
1. The Buyer shall be required to immediately examine the delivered Commercial Goods
for any physical defects, including quantity and quality defects, as well as the
documents provided by the Seller, but not later than within 72 hours from the moment
of releasing the goods to the Buyer or supplying the goods to the place of collection
agreed upon by the Parties.
2. If examination of the goods requires the Buyer to have documents authorising their
collection by the carrier, forwarder or from their storing place, the period of 72 hours for
examining the goods shall start running from the moment of providing the necessary
documents to the Buyer by the Seller.
3. The Buyer shall be entitled to lodge complaints with the Seller concerning any defects
of Commercial Goods solely in writing, not later than within 72 hours from the moment
of examining the goods in accordance with the provisions in par. 1 and 2.
4. The written letter of complaint shall include:
a. identification of the Sales Agreement, the number and date of sales document
b. description of Commercial Goods in accordance with the Sales Agreement, the
number and value of the claimed Commercial Goods in accordance with the
prices arising from the Sales Agreement;
c. detailed description of the defect;
d. written documentation and photographic documentation supporting the
occurrence of the defect;
e. the Seller’s proposal concerning the manner of processing the complaint;
5. The Buyer shall be entitled to send the letter of complaint through electronic mail, fax or
conventional postal delivery (registered mail).
6. In the event of lodging the complaint, the Buyer shall be required to duly secure
Commercial Goods and to store them in a manner appropriate for a given type of
goods, which shall not result in their damage or decreased quality.
7. The Seller shall be entitled to examine the goods covered by the complaint, whereas
the Authorised Entity may act on behalf of the Seller. The goods may be examined with
participation of the Inspection Commission as well as with participation of the Seller
and the Buyer (or their authorised representatives). The Buyer shall be required to
appear at the appointed time of the examination of Commercial Goods, at the place of
examination. Failure to appear by the Buyer at the time and place of examination of
Commercial Goods shall be deemed as its participation in these activities and full
approval of arrangements made during examination.
8. Any costs related to the participation and examination of Commercial Goods by the
Inspection Commission, in case the complaint has been rejected or deemed unjustified,
shall be borne by the Buyer. In the event the complaint has been approved, the Seller
shall reimburse the Buyer with the costs related to the participation and examination of
Commercial Goods. In the event of partial approval of the complaint, the Seller shall
reimburse the Buyer with a respective part of these costs.
9. In the event the Buyer reloads Commercial Goods on its own, the obligation to examine
the goods specified in par. 1 and 2, and the relevant deadlines, shall start running at
the latest at the moment of leaving Commercial Goods to the disposal of the Buyer at
the place of reloading.
10. Regardless of the mode referred to above, at the moment of collection of Commercial
Goods from the Carrier, the Buyer shall be required to conduct detailed examination of
Commercial Goods in view of any defects or deficiencies, which could arise during their
transport and for which the liability may be borne by the Carrier.
11. Any complaints, including quantitative and qualitative, concerning events arising during
the transport, shall be supported with documents issued with participation of the
Carrier. The Buyer undertakes to provide the Seller with documents allowing to make
recourse claims against the Carrier for damage that arouse during the transport of
12. The Buyer shall lose its rights to claim defects in the delivered Commercial Goods,
including quantitative and qualitative defects, if Commercial Goods are sold, lost,
processed or disposed of in any other manner based on any legal basis, and if, despite
reporting the defect, the Buyer uses the purchased Commercial Goods.
13. The Seller shall be relieved from any liability against the Buyer for defects in
Commercial Goods if, upon conclusion of the Sales Agreement, placement of order,
provision of offer or provision of delivery documents, the Buyer was aware of damage,
including the cases specified in the binding legal regulations.
14. The Seller shall be required to immediately assess the complaint and inform the Buyer
by electronic mail, fax or conventional postal delivery (registered mail) of the manner of
processing the complaint, but not later than within 21 days from the date of receiving
the Inspection Commission’s report. In the event the complaint is accepted in total or in
part, the Seller shall present the Buyer with a suggestion of settlement of the Buyer’s
claims for defects in Commercial Goods.
15. The Buyer, shall not, in any case, be entitled to send back Commercial Goods or to sell
them without prior written consent of the Seller, stipulating the terms for sending the
goods back, their sale of use in other manner.
16. Submitting the complaint, comments or other reservations shall not relieve the Buyer
from its obligation to pay the Price for the purchased goods. No complaints shall
extend the payment due date and they may be lodged solely with the Seller in the form
and within the periods specified by these GTSA.
17. If, from among the Commercial Goods delivered to the Seller, only some goods are
defective and they may be separated from the goods free from defects, the Buyer’s
right to withdraw from the Agreement or cancel the order shall be limited solely to the
part of the defective Commercial Goods.
18. The Buyer who, despite detected defects, accepts Commercial Goods or expresses its
intent to keep them shall be entitled to request respective price reduction.
19. In the event the goods are replaced or the defect is removed, or the Buyer’s claims
concerning the determined defects in Commercial Goods are settled in another way,
the Buyer shall not be entitled to request any further damages and compensations.
20. In the event the Buyer exercises its warranty rights, the Seller’s liability for damage
resulting from defects shall be excluded based on Article 558 of the Civil Code.
21. The warranty rights for physical defects shall cease to exist, at the latest, after 3
months from the date of leaving Commercial Goods to the disposal of the Buyer,
unless the Sales Agreement provides another date. Reservation of the date within the
meaning of this paragraph shall not apply to the best before dates of food products
specified in orders, Sales Agreement, labels of Commercial Goods or other documents.
VII. LIABILITY OF THE SELLER
1. The Seller shall be liable solely for the damage sustained by the Buyer resulting from
the Seller’s wilful non-performance or improper performance of the Agreement. The
Buyer may seek compensation for the resulting damage up to a maximum of the
amount of the actual loss sustained (damnum emergens), but not more than up to net
price for the ordered Commercial Goods agreed upon by the Parties.
Seller shall not be liable in any way for the damage resulting from non-
performance or improper performance of the Agreement in the form of gains lost by the
Buyer, which it would obtain if the damage did not take place, including loss of profit
expected by the Buyer or trade losses (lucrum cessans). The Seller shall not be liable,
in particular, for any indirect, moral, consequential, incidental or special damages.
3. The Seller shall be liable against the Buyer for any actions and omission of persons
with whom it cooperates to complete the order and the persons who are entrusted with
completion of the order (including actions and omissions of the statutory
representative) solely in the event when these persons cause damage wilfully, and only
on the principles stipulated in par. 1 and 2.
VIII. RESERVATION OF OWNERSHIP RIGHT TO COMMERCIAL GOODS
1. In accordance with Article 589 of the Civil Code, any Commercial Goods delivered by
the Seller shall remain the property of the Seller until the Buyer pays full price for all
Commercial Goods delivered. Payment of the price for specified parts of the goods
covered by the Sales Agreement shall not affect the transfer of the ownership right to
all Commercial goods.
2. The Seller may request to return the goods immediately, withhold their delivery or
release of documents enabling the collection of Commercial Goods if the Buyer delays
payment of the price for a period longer than 14 days, refuses to pay the price in full or
in part, or if the Seller is justified to suspect that the Buyer shall not meet its obligation
due to its financial standing, even if the lack or deterioration of the Buyer’s financial
liquidity is temporary.
3. In the event Commercial Goods are returned by the Buyer, regardless of the cause, the
Seller shall have the right to specify the place of delivering the goods to the Buyer.
4. Any costs related to return of the goods to the Seller or delivery of goods to another
place indicated by the Seller shall be borne by the Buyer. If the costs of delivering
goods to the place indicated by the Seller are higher than the costs of delivering
Commercial Goods to the registered office or warehouse in the Seller’s country of
location, the Seller shall reimburse the Buyer with the difference.
5. Return of Commercial Goods shall take place based on prices stipulated in the Sales
Agreement. The Seller reserves the right to pursue further claims for the damage
sustained, in the scope concerning both actual damage and lost profits.
IX. NATIONAL JURISDICTION AND GOVERNING LAW
1. Any disputes arising from the Sales Agreement or related to the Sales Agreements
shall be within the jurisdiction of Polish courts and they shall be settled by the court of
the Seller’s place of registered office.
2. Any agreements concluded by and between the Seller and the Buyer shall be
concluded based on the Polish law. The Parties shall choose the Polish law as the
governing law for the settlement of any disputes related to these agreements.
3. In the event of international sales agreements, the Parties shall exclude the application
of the United Nations Convention on Contracts for the International Sale of Goods,
made in Vienna on 11April 1980; Regulation (EC) No. 593/2008 of the European
Parliament and of the Council of 17 June 2008 on the law applicable to contractual
obligations - Rome I (as amended) and any legal acts and regulations issued on their
X. FINAL PROVISIONS
1. These GTSA shall form an integral part of the Sales Agreement.
2. These GTSA shall enter into force on ...................... 2014 and they shall be applicable
to Sales Agreement concluded afterwards.
3. The Seller reserves the right to make changes to these GTSA.
4. Current version of GTSA is published on the website of Firma Branży Mięsno-
Tłuszczowej „Sadełko” Krystyna Chojecka i Piotr Chojecki Spółka Jawna, at
www.sadelko.pl with provision of the date as of which it shall be valid.
5. These GTSA have been drawn up in Polish and were translated into English. In case of
any doubts, the provisions of GTSA made in Polish shall be binding.
6. In the event that any of the provisions of GTSA are deemed invalid by virtue of law, it
shall not affect the validity of the remaining provisions, unless it is clear that without the
provisions affected by the invalidity the Parties would not be able to conclude the Sales
7. In the event that any of the provisions of GTSA are deemed invalid by virtue of law, the
Parties undertake to immediately make changes to their Sales Agreement, based on
which supplementary provisions shall be introduced to the agreement whose purpose
will be equivalent or as close as possible to the invalid provisions.
8. During the term of the Sales Agreement, as well as following its execution or
termination, the Parties shall undertake to permanently keep in secret any confidential
information and data concerning the operations conducted by the Parties, obtained in
the course of execution of the Agreement, the disclosure of which could damage the
Seller or are unwanted by the Seller (”trade secret”). Trade secret shall include, in
particular, technical, trade and organizational information referred to in Article 11 of the
Act of 16 April 1993 on combating unfair competition, as well as information concerning
the Seller’s undertaking, undertakings of its subcontractors, financial standing and
undertaken economic activities, and concluded contract. Trade secret shall also cover
the body of the Sales Agreement.
9. Titles of individual paragraphs of these GTSA shall not have legal meaning and they
shall not affect the interpretation of provisions included in the Sales Terms.
10. Unless otherwise provided in GTSA, any notifications and statements of Parties related
to the execution of the Sales Agreement may be sent by conventional postal delivery
(registered mail), fax or electronic mail.
11. Any statements, letter and notifications shall be served by the Seller to the
correspondence address, fax number and e-mail address provided by the Buyer in the
Sales Agreement, the order or invitation to negotiations, or any other similar document.
Where the Buyer indicated a number of different correspondence addresses, fax
numbers or e-mail addresses, the service to any of those shall be deemed effective.
12. The Buyer shall be required to immediately inform the Seller of any change in the data
specified in documents referred to par. 11, otherwise the service made to the last
known correspondence address, fax number of e-mail address shall be deemed
13. By accepting these General Terms for Sales Agreements of Firma Branży Mięsno-
Tłuszczowej "Sadełko" Krystyna Chojecka i Piotr Chojecki Spółka Jawna, by joining the
negotiations or concluding the Sales Agreement, the Buyer expresses its consent to
have its personal data processed by the Seller and entities acting on behalf of the
Seller in Poland and abroad with respect to execution of the Sales Agreement and
delivery of Commercial Goods offered by the Seller. The Buyer shall be entitled to any
rights arising from the Act of 29 August 1997 on the personal data protection (Journal
of Laws of 1997, No. 133, item 883, as amended), in particular it shall have to right to
view its personal data.