General Sales Conditions (GSC) of Quadrum Foods Sp. z o.o. Sp. Komandytowa

Kraków, 30.06.2017


For the purposes of these General Sales Conditions, the following definitions shall be introduced:

1. GSC - General Sales Conditions

2. Quadrum Foods Sp.ZOO SK, ul.Moniuszki 22A, 31-523 Kraków, Poland, will be referred to as the Seller represented by the President Leszek Hojnor or Vice President Elżbieta Hojnor acting on the basis of Charter.

The present GSC shall apply to all sales contracted by Quadrum Foods Sp. z o.o. SK. unless otherwise agreed in writing between the Seller and the Buyer. Once a year the GSC shall be confirmed by the Buyer in writing and sent back in original to the following office address: Quadrum Foods Sp. z o.o. SK., Moniuszki 22 A,  Kraków 31-523,  Poland. Each contract should be considered as a whole, despite different dates of loading fixed, for deliveries over the contract period. Every modification to this GSC shall be agreed upon in writing by both parties.

2.Sales Confirmation document

Particular Sales Confirmation document shall be generated by the Seller for each new sale. The Sales Confirmation document shall mention the following information: product name, quantity, quality, terms of delivery according to Incoterms 2020, period of delivery, payment terms, label description if required and will be a mandatory attachment to the contract together with the present GSC.

3. Quality of the goods, labeling and palletization.

The goods must be healthy, merchantable, appropriate for human consumption and meet EU regulation concerning GMO, quality and microbiological standards, pesticides and heavy metal residues. The quality shall meet the standards specified in the Sales Confirmation or shall be described by an extra specification agreed between the Seller and the Buyer and attached to the Sales Confirmation document. The product shall be metal detected. The Seller cannot guarantee that the product will comply with the specific requirements of Government Inspection Bodies at final destination and will meet all Sanitary and Pesticides tolerances of FDA. All goods shall be palletized on exchangeable Euro or Industrial pallets with neutral standard labels. In other cases, according to the description in the Sales Confirmation, private labels are acceptable, by prior agreement, but shall be charged extra. Pallets which will not be exchanged will be charged extra in the amount of 10€ per pallet. The total will be either added to the value of the goods or invoiced separately to the Buyer.

4. Collection of goods

Instructions for loading and dispatch of the product shall only be binding if confirmed in writing the contracted period of collection mentioned in the Sales Confirmation must be followed. In case of delay of more than 7 days, the Seller is authorized to choose:

- to store the goods at the cost of 1€ per metric ton / 24h or 0,02€/kg per month.

- to dispose of the goods to other customers and charge the Buyer for possible losses. In such cases, the Seller shall inform the Buyer of his actions not later than one week before such a decision.

5. Documents

Documents enclosed by the Seller at loading: invoice, CMR or B/L, delivery note. Documents shall be sent in PDF format to the agreed e-mail address of the Buyer, the next working day after loading or 24h before delivery to the email address provided by the Buyer.

6.  Price and Payment

All invoices issued by the Seller shall be paid in full amount and with no charges, the latest on the due date to the Sellers bank account provided in the Sales Confirmation. In case of any extra documents agreed between the parties after unloading (Credit Note, Debit Note, etc.) changing the original amount of the invoice can only be considered with regard to this respective invoice. Maximum open credit amount given to the Buyer by the Seller will be stated in the Sales Confirmation document or separately by e-mail. The credit shall be granted by an Insurance Company, Bank Guarantee or LC. Otherwise, a full prepayment must be made prior to the dispatch of the goods. Compensation of the due amounts is possible after both parties confirmation in writing. In case of any open invoice being overdue (passed the due date), further loading is possible only after the Seller receives full prepayment. For delayed payment - official interest of 1% per month will be calculated and charged by the Seller.

7. Ownership of the goods.

The Parties agree that the ownership of the goods supplied by the Seller passes onto the Buyer at the time of settlement of the invoices concerning the batch in question, considered as the date of crediting the money on the account of the Seller. At the delivery to the Buyer covered by the order, all the benefits and burdens associated with the goods and the risk of accidental loss, theft, deterioration or damage of the goods shall be transferred thereon.    

8. Force Majeure

According to EU legislation in Force Majeure cases (e.g. water or electricity shut downs, mechanical break downs, transport problems, delays or lost of the harvest, strikes, fire, blockade, riots, natural disasters, operational interruptions of suppliers or sub-suppliers, etc.) both parties will be able to withdraw from the agreement without any claim thereby arising.

9. Other Conditions

For all contracts and deliveries ALL information exchanged between both parties will remain confidential and shall not be revealed to third parties.

10. Claim

The Buyer shall notify the Seller in writing about the quantity claim on the day of delivery. If the claim concerns quality, the Buyer shall notify the Seller in writing no later than 7 days after the date of unloading. In case of disputes and in order to decide upon the actual quality of the claimed product, an independent inspection shall be called upon the mutual agreement of both the Buyer and the Seller. Inspection costs shall be borne by the plaintiff. The Seller shall supply replacement of the goods in case of a serious fault. The Buyer shall have the goods received from the Seller and analyzed within 30 days. After this deadline or in case the goods have been used, the Seller shall not take any responsibility for the merchandise defects. The Seller's responsibility is limited to the genuine defects of the goods. The Seller and the Buyer will take all necessary measures to reach the compromise. In the matters not regulated by GSC only provisions of Polish law will apply and the only competent court for settling disputes will be a Polish court of law competent for the Sellers registered office. 
You are kindly requested to duly sign the original of this General Sales Conditions document, send it back by e-mail and post the original to the following address: Quadrum Foods, Moniuszki 22A, Krakow 31-523, Poland by registered letter.
The General Sales Conditions are assumed to be approved and accepted:






stamp and signature of the person in charge