GENERAL TERMS AND CONDITIONS OF PURCHASE OF SANTE SP. Z O.O.

dated 30.10.2024

§ 1 Contractual Definitions

The terms used in these General Terms and Conditions of Purchase have the following meaning:

1. GTC means these General Terms and Conditions of Purchase of Sante,
2. Seller means the entity that is the other party to the Sales Agreement,
3. Sante or the Buyer means Sante sp. z o.o. with its registered office in Warsaw, ul. Jagiellońska 55A, 03-301 Warsaw, REGON 010827252, NIP 5241006610, share capital of PLN 1,000,000, registered in the Register of Entrepreneurs under the KRS number 0000950564, by the District Court for the City of Warsaw, 14th Commercial Division of the National Court Register, BDO No.: 000091736,
4. Parties collectively means Sante and Seller,
5. Product means various types of agricultural and food products, packaging materials and other industrial goods.
6. Sales Agreement means any sales agreement concluded between Sante as the buyer and Seller, the subject of which is the Product.

§ 2 General Provisions

1. The purchase of the Product by the Buyer shall be based on the GTC, unless the Parties expressly exclude some or all provisions of the GTC in a particular case.
2. The GTCs are communicated to the Seller before the conclusion of the Sales Agreement and are available on the website https://www.sante.com.pl/owz/
3. The Seller’s general terms and conditions of sale / purchase are hereby excluded.

§3 Conclusion of Sales Agreement

1. Purchase of Products is carried out only on the basis of Sales Agreements submitted by the Buyer and accepted by the Seller. Declarations of intent to conclude a Sales Agreement may be made by the Buyer in any form.
2. Sales Agreements may be as follows:
   • Unit Product Delivery Order (hereinafter: Unit Order), which specifies the Parties, the Product, the quantity of the Product, the price, the payment date, the delivery date, the delivery method, the Unit Order number (the Unit Order number is preceded by a ZZ reference)
   • Agreement for the sale of a Product with delivery made in parts within a certain period of time (hereinafter: OF/KOI Agreement), which specifies the Parties, the Product, the quantity of the Product, the price, the date of payment calculated from each part of the delivery, the method of delivery, the time interval during which the Product will be delivered in parts, the OF/KOI Agreement number (the OF/KOI Agreement number is preceded by the OF/KOI reference).
3. The conclusion of the Sales Agreement takes place at the time of signing the Sales Agreement form by the Seller or in another form of acceptance of the Sales Agreement by the Seller.
4. Expression of the will to acceptance the Sales Agreement in another form may take place in any form, including by means of remote communication. Confirmation of acceptance of the Sales Agreement is also the implementation or commencement of preparations for the implementation of the Sales Agreement by the Seller, as well as the lack of immediate response by the Seller to the offer submitted by the Buyer to conclude the Sales Agreement.
5. The Parties may also enter into an agreement whereby the parties agree on the Product and the Price over a certain period of time (OF/KOC Agreement). The OF/KOC Agreement is not an agreement obligating the sale of Products, unless the parties enter into a Unit Order pursuant to the OF/KOC Agreement within the term of the OF/KOC Agreement. In this case, the Unit Order will state that the Unit Order is based on the OF/KOC Agreement.
6. An offer to conclude a Sales Agreement sent by the Buyer may be accepted by the Seller only without reservations.
7. The Buyer may send both a Unit Order offer, a Unit Order offer to the OF/KOC Agreement and a Call (pursuant to §4.2 of the GTC) in a single document. In such a case, the Seller may reject the Unit Order or/and OF/KOC Agreement, but may not reject the Call.

§4 Delivery

1. The Seller shall execute the Sales Agreement in accordance with Incoterms 2020 as stated on the Unit Order or OF/KOI Agreement.
2. In the case of Product Sales Agreements with delivery in parts within a specified time interval (OF/KOI Agreement), the Buyer shall, until the expiration of the validity interval of the OF/KOI Agreement indicated in the OF/KOI Agreement, submit statements specifying the specific delivery dates and quantity of Products to be delivered within a specific delivery (Call). The delivery date indicated by the Buyer shall not be earlier than 3 days from the date of submission of the Call to the Seller, unless a different minimum date is stipulated in the OF/KOI Agreement. Calls will be submitted by the Buyer on a form named “Call”, with reference to the OF/KOI Order number. The Call is binding on the Seller from the moment of its submission and it may not be rejected by the Seller.
3. The Buyer, 3 days (or more) before the scheduled delivery date, is entitled to detail the Unit Order or Call by specifying the time of delivery of the Product.
4. Timely delivery of the Products is a matter of utmost importance for the Buyer, therefore the Seller undertakes to deliver the Products exactly on the day indicated in the Unit Order or Call as the delivery date, and in case the Buyer specifies the time of delivery in accordance with §4.3 of the GTC, the Seller is also obliged to deliver the Products at the specified time. In the event that the time or day of delivery is not met, unloading may take place only after all other deliveries scheduled for that day have been unloaded at the Buyer.
5. Representatives of the Parties shall be obliged to sign a document confirming the delivery of each part of the subject of the Sales Agreement. Confirmation of receipt of the Products by the Buyer shall not constitute acceptance of such Products or confirmation of the quantity of Products delivered.
6. The Parties unanimously agree that the Buyer may refuse to accept the delivery of a Unit Order/Call or withdraw from a Unit Order/Call that is delayed by at least 3 days from the agreed date of execution with no obligation to pay the Seller the price therefor. The foregoing shall not limit any of the Buyer’s rights under §11.5 of the GTC.
7. In the event of the occurrence, during the execution of a Unit Order or Call, of circumstances preventing its execution, the Seller is obliged to immediately inform the Buyer thereof. Notification to the Buyer of the impossibility of execution of the Unit Order or the Call does not exclude the Seller’s obligation to pay liquidated damages and to compensate for the damage suffered by the Buyer in connection with the failure or improper execution of the Sales Agreement.
8. Required transportation conditions for the Seller:
   • The means of transport must be suitable for transporting food,
   • The cargo space of the means of transport must be sealed, clean, free of foreign odors, free of pests and their traces; the sides of the means of transporting raw materials in big-bags should be metal, plastic or rigid (reefer); wooden sides are not allowed,
   • Each vehicle should have a sanitary and hygienic condition book, with records of washing the cargo space,
   • Raw food Products, which may potentially contain pathogenic microorganisms, should be separated from ready-to-eat food / Products. Transported ready-to-eat Products must be separated from other non-food Products in a manner that prevents contamination.
   • The means of transport must be adapted to the type of Products; for transports of Products requiring specific temperature conditions, they should be carried out in vehicles equipped to maintain the appropriate temperature for transporting food products (the Seller in such cases shall provide records of temperature recording in the cargo space).
   • The means of transport shall have in place instructions for vehicle breakdown, accident or refrigeration system failure to ensure the safety of the Products being transported and to maintain adequate records to safeguard the cargo.
   • The means of transport shall have appropriate recommendations and requirements for securing the transported Products, and in particular while the vehicles are parked and unguarded.
9. If the Product is to be delivered from outside Poland, the Seller is obliged to issue and deliver all documents required to deliver the Product to the Buyer’s plant, including the correct issuance and delivery of documents for effective customs clearance. In the event of damages related to incorrect delivery of documents (for example: demurage fees), the Seller will cover all such damages.

§5 Product Quality

1. The Seller represents that the Products shall fully comply with the Product quality specifications accepted by both parties. Notwithstanding the above, the Products and packaging shall be of sound quality, comply with EU law and not cause danger to human health and life.
2. The Seller shall use appropriately qualified and experienced personnel in the performance of the Products, and the Seller shall ensure that it complies with the provisions of the applicable EU law relating to manufacture, labeling, packaging, storage and marketing of the Products.
3. The Seller is obliged, at the Buyer’s request, within 2 days, to provide the Buyer with full technical specifications of the Product, as well as certificates, approvals and other documents required by law allowing the Product to come into contact with food (if applicable), and to provide the Buyer with information on the raw materials from which the Product is manufactured and the source of their origin. These documents should be sent by the Seller to the following address certyfikaty@sante.pl. Notwithstanding the above, for each delivery, the Seller is obliged to send a pre-delivery email to certyfikaty@sante.pl:
   • a quality certificate for each Product containing as a minimum the name(s) of the raw material(s), the supplier, the date of issue, a complete list of batch numbers in the delivery with the assigned quantities to the batch, confirmation of compliance of the raw material with the approved specifications;
   • other documents indicated as mandatory in the specifications of the raw material in question, such as:
     • Salmonella and E. coli test report for each batch of Product – for Products classified as microbiologically sensitive,
     • a declaration confirming the absence of genetic modification – for Products classified as sensitive towards GMOs,
     • a certificate of fumigation carried out not more than one month before the date of delivery – for Products classified as sensitive to pest growth, etc.
4. The Products on the day of their release for collection must retain at least 80% of the date of the entire shelf life.
5. Products released for collection should be placed on non-returnable pallets of 800×1200 [or 1000×1200*] size, dry, without damage, suitable for high-bay storage. For wooden pallets, the presence of any unbarked elements is unacceptable. Products should be placed on a cardboard divider that matches the size of the pallet and secured with stretch film. The maximum height of packed Products (including pallet) is 180 cm. The outer part of the packaging material of the goods must be protected by stretch film or plastic hood; as a minimum, it is required to protect the upper part of the load on the pallet. Each unit package, bulk package and pallet should have an identification sticker in Polish or English containing the name of the manufacturer/Seller, the name of the product, net weight / number of units, date of production / lot number, expiration date and storage conditions.
6. A Unit Order, OF/KOC Sales Agreement or OF/KOI Agreement may contain more far-reaching requirements for the Seller with respect to delivery documents, declarations of conformity, minimum shelf life date, delivery terms, labeling terms, transportation terms, and delivery advice than are implied by these GTC.
7. The Parties unanimously agree that the Buyer is not obliged to verify the quality of the delivered Products and their compliance with the quality specifications, as well as the Seller acknowledges that the Buyer is not in a position to verify the entire batch of delivered Products. The Buyer has the right to assume that the Product delivered by the Seller fully complies with the quality specifications and the Sales Agreement. The Buyer’s failure to inspect the quality of the Product is notwithstanding the Buyer’s right to assert claims if it were to turn out that the Product does not meet the quality conditions.
8. Due to the fact that the Product is a foodstuff intended for human consumption or is to enter into a foodstuff intended for human consumption, if it is determined that any part of the Product does not meet the quality requirements, the Parties shall consider the entire Product within a given production lot/supply/period of production to be defective, unless the Parties are able to establish without any doubt that the remaining Products are free from defects, which can only be done by establishing the cause of the Product defect and the Seller demonstrating that the remaining Products within a given production batch/supply/period of production are not affected by this cause. However, if the period of the testing process to prove that the remaining Products within a batch/supply/period of production are free from defects lasts for more than 10% of the total shelf life of the Product, then the entire Product within the production batch/supply/period of production shall be considered defective regardless of the test results. Due to the fact that the reason for the necessity of testing for lack of defects in the remaining Products is due to the defects found in some of the Products, the cost of testing for lack of defects in the remaining Products shall always be borne by the Seller.
9. For Products packed in film, it is additionally required that the film is additionally labeled as follows:
   • Labels for individual rolls must contain at least the following data: number of pieces per roll, gross weight, roll number, lot number, article name, manufacturer’s name, and additionally the following is also desirable: net weight, tare, packer; labels (2 pieces in total) should be placed:
     • inside a core
     • outside a roll
   • Bulk labels of min. A4 format (1 piece per pallet) must specify the total number of pieces, article name, manufacturer’s name, and a collection of all rolls with roll numbers, batch number, usage quantities, and film weight organized and itemized per roll.

§6 Complaints

1. The Buyer is obliged to report any identified quantitative discrepancies in the Products immediately, but no later than within 14 days from the date of delivery of the Product to the Buyer’s warehouse. Quality defects in the Product may be reported throughout the useful life of the Product, immediately upon discovery, but no later than 30 days from the date of discovery.
2. The Seller is obliged to consider the reported complaint within 5 working days from the date of receipt and inform the Buyer of its position.
3. If the Buyer is not informed of the resolved complaint within the time limit referred to in paragraph 2, the complaint shall be considered accepted in full.

§7 Buyer’s Statement

The Buyer indicates that it will be combining and/or mixing the Products with other food products to produce the final food item.

§8 Price

1. The Buyer is obliged to pay the price for the Products within the period specified in the Order. The prices indicated in the Sales Agreement represent the entire remuneration of the Seller resulting from the execution of the Sales Agreement.
2. The date of payment shall be considered the date of debiting the Buyer’s bank account.
3. At least 7 days before the scheduled payment date, the Seller is obliged to provide the Buyer with a correct VAT invoice. If the content of the issued VAT invoice is incorrect, the Buyer has the right to withhold payment until the correct VAT invoice is delivered. In the event of a delay in the delivery of a correct VAT invoice in accordance with the deadline indicated in this paragraph, the payment period shall be extended and will end 7 days counted from the date of delivery of the correct invoice.
4. The Buyer agrees that Seller may issue invoices for the Product in electronic form. Invoices in this form shall be sent by the Seller to all email addresses of the Buyer included in the Sales Agreement.
5. Until the Buyer’s complaint is resolved, the Buyer is entitled to withhold payment for the Product to which the complaint relates.
6. If the delivered Product turns out to be damaged, incomplete or otherwise defective, and the Buyer exercises the right specified in §11.3 c) of the GTC, the deadline for payment of the sales price shall be calculated from the date of replacement of the Product with a defect-free one.
7. The effecting of payment does not imply acceptance of the Products, nor does it prevent the submission of complaints.
8. The Buyer’s delay in payment of the price entitles the Seller to claim from the Buyer only statutory interest for delay in commercial transactions.

§9 Confidential Information

1. The Parties undertake throughout the term of the Sale Agreement or OF/KOC Agreement, as well as after its termination, to protect and keep its terms and conditions confidential.
2. The Parties undertake to protect and keep in secrecy any confidential information, including, in particular, not to publish, provide to third parties, or otherwise make available any confidential information obtained in connection with the performance of the Sales Agreement or the OF/KOC Agreement.
3. In particular, confidential information is know-how, production process, price list, customers, commercial strategies, internal organization, personnel, suppliers and any other information that may constitute a Party’s business secret under the law.
4. The Parties may provide confidential information to their employees and associates to the extent that it is necessary for the performance of the Sales Agreement or the OF/KOC Agreement, provided that they are obligated to maintain confidentiality to an extent no less than that provided in these GTC, and the Seller shall have the right to additionally provide confidential information to the customer who purchases the finished goods for the manufacture of which the Products were used.

§10 Force Majeure

1. The Parties shall not be liable for failure to perform, in whole or in part, their obligations under the Sales Agreement if this was due to force majeure.
2. For the purposes of the GTC and Sales Agreements, force majeure shall be understood as an extraordinary event, unforeseeable and beyond the control of the Party claiming it and also external and impossible to prevent and foresee despite the exercise of due diligence.
3. Force majeure is considered to include acts of God causing a major natural disaster, disruptions of collective life involving, among other things, warfare, acts of state power introducing legal restrictions on imports and transportation, etc.
4. The Parties unanimously agree that labor strikes on the part of either Party shall not constitute force majeure.
5. The Party affected by the force majeure shall immediately inform the other Party of this fact and the expected date of cessation of the obstacle.
6. The Parties are obliged to take measures to normalize cooperation for the proper and timely performance of mutual obligations.
7. In the event of force majeure exceeding 21 days, either Party shall be entitled to terminate the Sales Agreement with immediate effect.

§11 Liability and Contractual Penalties

1. The Buyer shall not be liable to third parties for obligations incurred by the Seller or his omissions with respect to third parties related to the Seller’s obligation to fulfill the provisions of the Sales Agreement.
2. In a situation in which the Products are found to be inconsistent with the Sales Agreement or, on the basis of the GTC, to be considered as such (in accordance with §5.8 of the GTC) (defective Product), the Seller shall be liable in full for the damages and lost profits incurred by the Buyer. If the defective Product is used to produce goods by mixing/combining/processing the Products with other raw materials, the Seller shall be responsible for the damage that the Buyer incurs as a result (in particular, the cost of the other raw materials used to produce the goods, the cost of production of the goods, the costs associated with the return of the goods and recall). If the Product is used to produce the goods and the goods have defects, the Parties will consider the cause of the defect in the goods to be the defective Product, unless the Seller can directly prove that the cause of the defect in the goods is in no way related to the defective Product.  
3. If the Products are found to be defective, in addition to other legal remedies, the Buyer shall have the right to:
   • Cancel the Sales Agreement in whole or in part. In such case, the Seller shall be obliged to refund the price paid for the defective Products and those at risk of defectiveness pursuant to §5.8 GTC (provided that the price has already been paid) and to take back the defective Products (including those at risk of defectiveness pursuant to §5.8 GTC) at the Seller’s expense and risk within 5 days from the date of this request by the Buyer, provided that the defective Products have not already been mixed and/or combined with other products to produce the final food item. In the event that the Seller fails to collect the defective Products within the indicated period, the Seller shall be obliged to pay the Buyer a contractual penalty in the amount of 0.6% of the price of the uncollected Products for each day of delay in collecting the Products (which corresponds to the cost of storage and the risk of storing the defective Products). If the Seller fails to collect the defective Products within the indicated time, the Buyer may also dispose of them or send them back to the Seller at the Seller’s expense;
   • Retain the Product at a reduced price agreed with the Seller;
   • Submit a request to the Seller to replace the Product with a defect-free one at the expense and risk of the Seller. In such a case, the provisions of §11.3(a) sentences 3 and 4 GTC shall apply mutatis mutandis to the collection of the defective Product by the Seller.
     Exercising the above remedies shall not limit the Buyer’s rights to demand compensation for damages on general terms, and in particular to repair damages resulting from the combination and/or mixing of defective Products with other food products to produce the final food item or resulting from the delay in delivery of Products in accordance with §11.5.
4. In a situation where claims are made against the Buyer by third parties or government authorities on account of defects in the Buyer’s goods, to which the Seller’s Products have contributed, as well as on account of untrue statements or assurances of the Seller with regard to the quality of the Products, the Seller shall be obliged to indemnify the Buyer for the satisfaction of such claims and, if possible, to join the Buyer in court proceedings or administrative proceedings and to take all measures to indemnify the Buyer from participation in the case.  At the same time, the Seller shall be responsible for the damage that the Buyer has suffered by the fact that third parties have asserted their claims against the Buyer.
5. In the event of a delay in the delivery of Products conforming to the Sales Agreement (to dispel doubts, it is explained that a defective Product is treated as failure to deliver the Product in accordance with the Sales Agreement), the Buyer shall have the right to claim compensation for improper performance of the Unit Order or Call, including, in particular, may claim compensation related to the inability to produce the goods of which the Products were to be a component, which is related to the Buyer’s lost profits, as well as damages and penalties incurred by the Buyer to its customers for whom the goods could not be produced. In the event of difficulties in assessing damages related to the delay in delivery of all or part of the Products in accordance with the Sales Agreement, the Seller shall be obliged to pay the Buyer a contractual penalty in the amount of 1% of the net price of the undelivered Products for each day of delay. If the delivery of all or part of the Products is delayed by 30 days or more, the Buyer shall be entitled to charge a contractual penalty in the amount of the net price of the undelivered Products. If the Products are generic items, the Buyer may, in the event of the Seller’ sdelay, also purchase at the Seller’s expense the same quantity of Products or demand from the Seller payment of their value, retaining in both cases a claim for compensation for the damage resulting from the delay, including the right to demand contractual penalties. This point also applies in the event of non-delivery of all or part of the Products.
6. The contractual penalties listed in the GTC and the Seller’s liability for irregularities arising in connection with the performance of this Agreement are not mutually exclusive.
7. The aforementioned contractual penalties do not deprive the Buyer of the right to claim compensation exceeding the amount of contractual penalties.

§12 Final Provisions

1. Sales Agreements and OF/KOC Agreements are governed by Polish law.
2. Any disputes that may arise under the Sales Agreements and OF/KOC Agreements shall be resolved amicably in the first instance. If no consensus is reached, the dispute shall be submitted to a common court of competent jurisdiction over the Buyer’s registered office.
3. The invalidity, illegality or unenforceability of any of the provisions of the Sales Agreement, OF/KOC Agreements or GTCs shall not affect the validity of the remaining provisions, unless it is proven that without the aforementioned provision the Sales Agreement would not have been concluded. Invalid provisions shall be replaced by valid provisions that most closely correspond to the economic purpose of the invalid provisions.