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

Kraków, 01.08.2023



  1. The subject of the General Terms and Conditions of Sale of Quadrum Foods Sp. z o.o. is to define the principles for the sale of goods and to specify the rights and obligations of the parties in contracts concluded by Quadrum Foods Sp. z o.o. in Krakow.
  2. The General Terms and Conditions of Sale shall apply to contracts concluded by Quadrum Foods Sp. z o.o. with business entities as defined by Polish law.
  3. These General Terms and Conditions of Sale (hereinafter referred to as the "GTS") shall become an integral part of the legally binding sales agreement between Quadrum Foods Sp. z o.o . with its registered office in Krakow, ul. Moniuszki 22a, 31-523 Kraków entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków Śródmieście under KRS number 0000939001, NIP 6751377872, (hereinafter referred to as the "Seller") and a legal person, natural person or organisational unit without legal personality, conducting business or professional activity on its behalf (hereinafter referred to as the "Purchaser"), regardless of the place and country of their registered office or residence.
  4. Any exclusion or amendments of individual provisions of the GTS may only take place with the written consent of the Seller.


  1. The conclusion of the contract of sale does not require a contract to be drawn up in the form of a separate text of the contractual provisions adopted by the Parties but takes place upon the Seller's declaration of acceptance of the order by issuing a Sales Confirmation Document.
  2. The Sales Confirmation document is a mandatory and integral part of the contract.
  3. The Confirmation of Sale document contains the following information:
  • product name
  • quantity
  • quality of goods (possible indication of specification number)
  • delivery terms according to the Incoterms® 2020 of the International Chamber of Commerce
  • delivery period (contract period)
  • the unit price of the goods ordered in the agreed currency
  • payment terms and conditions
  • description of labels, if required


  1. The commodity must be healthy, marketable, fit for consumption and meet EU requirements in terms of GM food standards, microbiological standards, standards for pesticide residues and the presence of heavy metals. The quality shall meet the standards specified in the Sales Confirmation Document or be described by an additional specification agreed between the Seller and the Purchaser and annexed to the Sales Confirmation Document. The goods shell be controlled with a metal detector.
  2. The Seller cannot guarantee that the goods will meet the specific requirements of the Government Inspection Agencies in the country of destination, or fall within the tolerances for hygienic conditions and the presence of pesticides set by the US Food and Drug Administration (FDA), which the Buyer accepts and does not object to. The parties agree that the failure of the delivered goods to meet the specific requirements of the Government Inspection Agencies in the country of destination or to exceed the tolerance limits for hygienic conditions and the presence of pesticides set by the US Food and Drug Administration (FDA) or similar regional agencies in other countries shall not constitute grounds for complaints, warranty and guarantee claims or claims for damages by the Buyer.
  3. All goods will be stacked on returnable EURO pallets or industrial pallets with neutral standard labels. In other cases, following the description in the Sales Confirmation Document, own labels are allowed, which will be charged extra. The buyer will be additionally charged for the unlisted pallets in the amount of EUR 11 per pallet. The entire cost will either be added to the value of the goods or invoiced separately to the buyer.



  1. The contracted collection date indicated on the Sales Confirmation Document is mandatory.
  2. In the event of a delay in receipt of the goods of more than 14 days, the Seller shall be entitled to apply the following solution at its discretion :
    1. storage of goods at €0.03/kg per month, or
    2. to sell the goods to another purchaser and to charge the purchaser with the final resultant losses and lost profits.
  3. In the case described in the paragraph above, the Seller is obliged to inform the Buyer about the choice of the way to deal with the ordered goods.


  1. The seller shall provide the following documents to the buyer after loading:

invoice, CMR, and loading list. The documents are sent in PDF form on the next working day after loading or 24 hours before delivery to the e-mail address provided by the buyer.

  1. In the case of delivery of goods within the framework of an EU intra-Community transaction under the Incoterms® 2020 "FCA" or "EXW", the Buyer is obliged to deliver within 7 days from the date of unloading of the goods:
    1. a written statement confirming that the goods have been dispatched or transported by the Purchaser or by a third party acting on behalf of the Purchaser, and indicating the Member State of destination of the goods; including the date of issue; the name and address of the Purchaser, the quantity and type of goods, the date and place of arrival of the goods, the identification number of the means of transport used for transport; and identification of the person accepting the goods on behalf of the Purchaser, following the specimen constituting Attachment No. 1 to GTS.
    2. one of the documents listed:
      1. an insurance policy in respect of the dispatch or transport of goods or bank documents proving payment for the dispatch or transport of goods;
      2. official documents issued by a public authority, such as a notary, confirming the arrival of the goods in the Member State of destination;
      3. a receipt issued by the warehouse keeper in the Member State of destination certifying storage of the goods in that Member State.



  1. Receivables from all invoices issued by the Seller shall be paid in full, at the latest on the due date, to the Seller's bank account specified on the invoice.
  2. The Seller does not consent to the Buyer making deductions, set-offs or encumbrances from his receivables without the express written consent of the Buyer.
  3. In the case of additional documents agreed between the Parties after unloading (credit notes, debit notes, etc.), a change in the amount of the original invoice may only be permitted in relation to this invoice and with the written consent of the Seller.
  4. The maximum open credit given to the Buyer by the Seller shall be included in the Sales Confirmation Document and guaranteed by an Insurance Company or Bank Guarantee. Otherwise, full prepayment is required before the goods are dispatched. In the absence of the payment security referred to above, the Seller shall be entitled to withhold loading and dispatch of the goods despite the sending of the Sales Confirmation Document to the Buyer; in such a case, the Parties shall consider that the Seller is not in default. 
  5. If the Buyer falls into arrears with the payment of any invoice due, loading of further consignments will only be possible if the Seller has received full prepayment for the purchase of these consignments.
  1. In the event of late payment, the Seller shall charge statutory interest
  2. 10 % per annum (as of 8 July 2022, according to Article 359 §2 of the Civil Code, the sum of the NBP reference rate and 3.5 percentage points)

and statutory compensation for recovery costs.


  1. If the buyer exceeds the due date for payment for the delivered goods resulting from at least one invoice, the seller is entitled to put all invoices whose due dates have not yet passed into immediate payment.
  2. The lodging of a warranty or guarantee claim for physical and/or legal defects shall not entitle the Buyer to withhold payment for the goods or any part thereof.



  1. Ownership of the goods delivered by the Seller shall pass to the Buyer upon full payment of the invoice.
  2. The day of payment shall be the day on which the funds are credited to the Seller's bank account.
  3. The purchaser shall be liable for damage resulting from loss, deterioration, destruction or loss of quality or characteristics of the goods from the time of receipt of the goods, even if ownership has not passed to the purchaser. The seller is entitled to invoke the right of ownership against any holder of the goods.



  1. In the event of force majeure, which is understood to be external events beyond the control of the Seller and the Purchaser and impossible to foresee, such as, but not limited to war, fire, epidemics, strikes, fires, floods, transport blockages of a supra-regional nature, delays in harvesting or crop failures, interruptions in the operation of suppliers or sub-suppliers, etc.) The parties will not be held liable for the partial or total non-performance or improper performance of their obligations.
  2. The Party whose incidence of force majeure has made it impossible to perform its obligations or meet the agreed performance shall notify the other Party in writing of the incidence of force majeure within 7 working days of its occurrence.
  3. If the force majeure event continues for a period of at least 30 days, the Parties shall be entitled to renegotiate the terms of the agreement.
  4. If no agreement is reached, either Party may withdraw from the contract within 60 days of the force majeure event without being entitled to any claims that might arise therefrom.
  5. If the contract is terminated in the manner referred to in the paragraph above, neither Party shall be liable for non-performance or improper performance.



Information, regarding all contracts and deliveries, exchanged between the Parties shall remain confidential and shall not be disclosed to third parties.


  1. The buyer is obliged to check the quantity of goods received on the day of delivery.
  2. In the event of any discrepancy in the quantity of the goods or damage to the goods, the Buyer shall make a note in the consignment note of the nature and character of the damage discovered. The endorsement must be signed by the driver who made the delivery.
  3. If all or part of the goods is found to be missing or damaged, the Buyer is obliged to notify the Seller by sending a written complaint on the day of delivery, under the pain of losing his claim in this respect.
  4. The purchaser is obliged to check the quality of the goods within 7 days of the delivery of the goods, under pain of forfeiting the right to make claims concerning the quality of the goods.
  5. In the event of a dispute over the quality of the delivered goods, the Parties shall have the quality of the goods inspected and assessed by an independent inspection. The costs of the inspection will be borne by the Party making the complaint. In the event of a material defect, the Seller - at his discretion - may replace the goods or reduce the price.
  6. The Seller's liability is limited to the value of the actual defects in the contract goods.

The Seller and the Buyer shall take all necessary steps to reach an agreement without the need to take the dispute to court.

  1. Until the complaint is finally resolved, the Buyer is obliged to store the goods complained of in a manner consistent with the contract and the relevant standards.
  2. Submitting a complaint does not suspend the obligation to pay following the Sales Confirmation Document.



  1. The administrator of the personal data of sole traders or partners in civil partnerships processed to perform a contract or order concluded with the Seller is Quadrum Foods Sp. z o.o. with its registered office in Krakow, ul. Moniuszki 22a, 31-523 Kraków.
  2. The controller has not appointed a Data Protection Officer.
  3. Personal data will be processed in the scope necessary for:
    1. the performance of the contract/order, following Article 6(1)(b) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter: "GDPR") and;
    2. fulfilment of tax and accounting obligations, pursuant to Article 6(1)(c) of the GDPR, and;
    3. legitimate interest concerning the marketing of the Seller's services and products, according to Article 6(1)(f) of the GDPR and;
    4. legitimate interest concerning the establishment, investigation or defence of claims, according to Article 6(1)(f) of the GDPR.
  4. Personal data will not be made available to data recipients without the express consent of the data subject unless the obligation to make the data available results from separate legal provisions.
  5. Personal data will not be transferred to a third country or international organisation.
  6. Personal data will be processed for no longer than is necessary for the proper performance of the purposes set out in paragraph 2 above. After this period, the personal data will be deleted.
  7. Each person referred to in paragraph 1 above has the right:
    1. to request access to personal data from the Vendor and the right to rectify, erase or restrict their processing, the right to object to their processing and the right to data portability;
    2. to complain to the Data Protection Authority if he/she considers that the processing of personal data concerning him/her violates data protection legislation.
  8. The provision of personal data is a prerequisite for the conclusion and execution of the contract/order. The persons indicated in paragraph 1 above are obliged to provide such data, and the consequence of failing to provide personal data will be that the contract/order cannot be fulfilled.



  1. In regulated and unregulated matters, the provisions of Polish law shall apply, with the complete exclusion of the application of the uniform provisions of the Vienna Convention on the International Sale of Goods.
  2. In the case of a transaction concluded in two or more different languages, including English, the English language contract will be the binding text of the Parties. In the event of a dispute concerning the meaning of a provision of the contract, the English language shall be the binding language for the interpretation of the provisions of the contract. If the contract was concluded in Polish and a language other than English, the contract in Polish will be the binding version.
  3. Any contractual disputes shall be settled by the Polish common court with jurisdiction over the Seller's registered office.
  4. All notifications, requests and declarations of the Parties in connection with the contract shall, to be effective, be in writing or any other form agreed with Quadrum Foods Sp. z o.o. and shall have legal effect as soon as they are delivered.
  5. The parties are obliged to inform the contracting party of any change of address.
  6. These General Terms and Conditions of Sale (GTS) setting out the rules for the conclusion of contracts for the sale of goods by the Seller shall enter into force on 1 August 2023.



Quadrum Foods Sp. z o.o.

NIP: 675-137-78-72
BDO: 000027373

VAT: DE 259454518
VAT: NL 8201.75.432.B01

31-523 Kraków
ul. Moniuszki 22A


Quadrum Foods Invest Sp. z o.o.

NIP: 676-22-34-461
BDO: 000027375

31-523 Kraków
ul. Moniuszki 22A


Novus Sp. z o.o.

NIP: 676-246-71-71
REGON: 122923173
31-523 Kraków
ul. Moniuszki 22A