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General Terms and Conditions – SNS Foods Sp. z o.o.


Article I Applicability

1.1.1. The following conditions will apply in particular (i.e. not exclusively) to the supply of meat, meat products, and other related items. These general terms and conditions of sales will apply to all agreements entered into by SNS Foods Sp. z o.o. The general terms and conditions will also apply to any subsequent agreements and/or other agreements between SNS Foods Sp. z o.o. and the purchaser. The "purchaser" as used herein will be understood as SNS Foods Sp. z o.o.'s contracting party.
1.2.1. No failure by SNS Foods Sp. z o.o. to invoke any of the present general terms and conditions whatsoever will not be construed as a waiver of the right to invoke any of the said general terms and conditions whatsoever at a later stage.
1.2.2. If the purchaser also uses any sale and purchase conditions, such conditions will be declared void and SNS Foods Sp. z o.o.'s terms and conditions of sales will apply.
  
Article II Formation and Amendment of the Agreement

2.1.1. In order to conclude the sales contract, the Buyer and Seller conduct negotiations to determine the material provisions of the future sales contract. Negotiations may be conducted in a manner accepted by Parties, including via e-mail, fax, telephone or in writing. Sending a message via messengers, such as skype/whatsup/gg/wechat/viber, etc. is also considered a written form. Unless the Parties agree otherwise, the purpose of the negotiations is to determine the content of the future sales contract.
2.1.2. After the negotiations, in the event of an agreement on the relevant provisions of the contract, the Seller prepares the sales contract document (hereinafter referred to as the "Sales Contract” signs it and sends the Buyer to be signed and stamped via e-mail and/or fax. The document also can be send via messengers, such as skype/whatsup/gg/wechat/viber, etc.
2.1.3. The Sales Contract will contain all provisions agreed upon by the Parties during negotiations, including mandatory: specification of the parties of he agreement, subject of the agreement, method of delivery, sale price (including unit price), currency, remuneration for additional services such as transport and/or its insurance, payment deadline, payment method, packaging method and type of pallets on which the goods are delivered.
2.1.4. Even if SNS Foods Sp. z o.o. has issued a quotation which has been accepted by the purchaser, an agreement will not be binding on SNS Foods Sp. z o.o. until SNS Foods Sp. z o.o. has confirmed the agreement in writing. The actual commencement of performance of an agreement vis-à-vis the purchaser will also be treated as a confirmation of the agreement. In case of any doubt, confirmation sent via messengers, such as skype/whatsapp/gg/wechat/viber, etc. is also considered a written confirmation.
2.2. Any amendment or addition to the agreement will not be binding on SNS Foods Sp. z o.o. until accepted and confirmed by SNS Foods Sp. z o.o. in writing.
2.3. In the event of cancellation of an agreement entered into with SNS Foods Sp.
z o.o., SNS Foods Sp. z o.o. will be entitled to charge the costs incurred and/or caused by the performance of the contract.
2.4. In the failure of delivery to the Seller of the Sales Contract signed by the Buyer within 24 hours from the date of delivery of the Sales Contract by the Seller to the Buyer, it is Sales Contract on the date of the abovementioned deadline. In case of further doubts, the Sales Contract document constitutes, in the situation referred to in the first sentence of this paragraph, an offer within the meaning of the Polish Civil Code, which can only be accepted by the Buyer without reservation.
2.5. The Sales Contract is signed by authorized representatives to make declarations of will on behalf of the Buyer.
2.6. The place of conclusion of the Sales Contract is the registered office of the Seller.
2.7. The Buyer declares that he has read and accepted the content of the General Terms and Conditions. By accepting the GTaC by the Buyer, they become an integral part of the agreement between the Sides.
2.8. The Seller has the right to verify the authenticity of signatures and power of the representative to be signed on all documents addressed to the Seller in connection with the conclusion and performance of the Sales Contract. The Buyer is obliged to enable verification of the veracity of signatures and authorizations signed on all documents addressed to the Seller in connection with the conclusion and performance of the Sales Contract, at each request of the Seller, within
24 hours of receipt of such a request. The Buyer's failure to respond to the Seller's request means that the Buyer confirms that the signatures and permissions of the person referred to in this paragraph are valid.
2.9. The Seller may perform its obligation under the Sales Contract with the help of third parties or entrust performance of this obligation to third parties (so-called subcontractors). The above also applies to the possibility of performing legal obligations by legal representatives.

Article III Prices
3.1. To the extent not expressly provided for or agreed otherwise, a price stated in the offer or agreed between the parties will apply. Delivery will be effected carriage paid, unless expressly agreed otherwise. Any government levies, including VAT, will be charged separately in accordance with the rate applicable to the relevant delivery.
3.2. Any price quoted by SNS Foods Sp. z o.o. will be subject to increase by SNS Foods Sp. z o.o. by the additional costs it incurs as a result of an increase in the factors determining prices, including official market quotations of the items to be delivered or of raw materials for such items, purchase, transport and storage prices, costs of packaging, wages, taxes, and social security contributions, insurance premiums, etc., after the date of the quotation but before formation of the agreement.
3.3. Any costs attached for SNS Foods Sp. z o.o. to an obligation to take back and/or process packing material may be charged by SNS Foods Sp. z o.o. to the purchaser.
3.4. Any packing material qualifying for re-use (such as containers) will at all times remain the property of SNS Foods Sp. z o.o. and is to be returned by the purchaser to SNS Foods Sp. z o.o. The purchaser undertakes to cover the costs of return shipment of the packing material to SNS Foods Sp. z o.o.'s address.

Article IV Delivery

4.1.1. Delivery of the Goods is made in accordance with the arrangements of the Parties contained in the Sales Contract.
4.1.2. All references in the Sales Contract to trade terms refer to the most current Incoterms dates at the time of conclusion of the Sales Contract, published by the International Chamber of Commerce in Paris.
4.1.3. Delivery is performed by issuing the Goods to the Buyer or a person authorized by him (e.g. freight forwarder or carrier), and if the Buyer or a person authorized by him does not appear at the place and time of delivery, the Goods are considered delivered and stored at cost and risk of the Buyer.
4.1.4. The delivery date will be the date stated in the Sales Contract drawn up by SNS Foods Sp. z o.o. On such delivery date the risk of the items to be delivered will pass to the other party. If a call-off date has been determined, such date will be deemed to be the delivery date.
4.2. In the event that SNS Foods Sp. z o.o. requires advance payment of the price due or provision of security for payment thereof within fourteen (14) calendar days from issuing of the agreement, the delivery period will not commence until after such advance payment or security is received in full by the Seller.
4.3. SNS Foods Sp. z o.o. may deliver in consignments and may also invoice such consignments separately in partial invoices. The purchaser may not suspend its payment obligations if SNS Foods Sp. z o.o. decides to deliver partially.
4.4. The mere failure to deliver within the agreed delivery period will not constitute default on the part of SNS Foods Sp. z o.o. SNS Foods Sp. z o.o. will be in default only if it still fails, to deliver within a reasonable extension of the delivery period set in writing after the agreed delivery period.
4.5. The purchaser may dissolve the agreement on account of attributable failure by SNS Foods Sp. z o.o. to deliver within the agreed term, as a result of which it is in default pursuant to the provisions of Article 4.4, only to the extent that the agreement has not yet been performed. In the event of force majeure the delivery obligation will be remitted without charging any costs.
4.6. The buyer is obliged to timely receive the ordered Goods. If the Buyer fails to collect the goods in a timely manner for reasons beyond the control of the Seller, the Seller shall have the right to sell the Goods to any third party of his choice after:
a. 5 (five) hours from the moment of the planned collection by the Buyer - in relation to fresh Goods;
b. 2 (two) days from the moment of the planned collection by the Buyer - in relation to frozen Goods.
4.7. If the purchaser fails to collect the Goods after the agreed delivery period, it will not be released from its obligation to pay for such delivery.
4.8. SNS Foods Sp. z o.o. may suspend delivery if the purchaser fails to perform its obligations vis-à-vis SNS Foods Sp. z o.o. for any reason and under any agreement whatsoever.
4.9. All costs and expenses resulting from the lack of timely receipt of the ordered Goods in the situation referred to in art. 4.6, shall be charged to the Buyer.

Article V Payment
5.1. Payment will be made by the agreed due date in accordance with the payment condition confirmed in the Sales Contract and invoice drawn up and sent by SNS Foods Sp. z o.o.
5.2. The purchaser can not compensate any amount due to SNS Foods Sp.
z o.o. with any amounts due by SNS Foods Sp. z o.o.
5.3. In the event of delay payment of the price due the purchaser will pay interest equal to the statutory interest plus two (2) percent on the overdue part of the price. SNS Foods Sp. z o.o. may suspend performance of all its obligations under the agreement until payment of the amounts due has been received in full. If payment of the amounts due is not made in full within an extension of the payment period granted by SNS Foods Sp. z o.o., SNS Foods Sp. z o.o. may dissolve all or part of the agreement, all without prejudice to any of its other rights, including in particular its right to claim damages.
5.4. Any judicial and extrajudicial costs to be incurred by SNS Foods Sp. z o.o. in connection with any failure on the part of the purchaser to perform its obligations will be fully payable by the purchaser.
5.5. In the event of bankrupcy of the purchaser, or in the event of discontinuation or transfer by the purchaser of all or part of its business, any and all amounts due by the purchaser to SNS Foods Sp. z o.o. will become immediately due and payable in full.

Article VI Quality; Inspection; Complaints
6.1. The items delivered will be deemed to be in sound condition if they meet both the national and EU statutory veterinary quality requirements, prevailing at the time of formation of the agreement, and further conform to the expressly agreed specifications, and are fit for the purpose expressly communicated by the purchaser on or before entering into the agreement.
6.2. The purchaser is to comply with all obligations in respect of the required labelling and provision of information.
6.3. Any claims refering to the invoices are to be reported to SNS Foods Sp. z o.o. in writing within 5 days from the date of issuing of the relevant invoice. Filing a complaint does not suspend the purchaser's payment obligation.
6.4. Any claims placed for the Goods sold by by SNS Foods Sp. z o.o. are to be reported in writing by fax to SNS Foods Sp. z o.o. as soon as possible, but in any event within the following terms:
• for non-frozen meat: within 24 hours from factual delivery;
• for frozen Goods: within 5 calendar days from factual delivery;
• for non-frozen Goods other than meat: within 24 hours from factual delivery;
6.5. Any claims for Goods sold will be accepted only if accompanied by a report drawn up by a - recognized and sworn – expert with delivery documents and relevant comments. Such report is to state all the defects and shortcomings. The - preliminary - report is to be sent to SNS Foods Sp. z o.o. by e-mail, fax or by registered letter, all - depending on the visibility of the defect - ultimately within the term set in Article 6.4;
6.6. Any loss of weight as a result of cooling or freezing will not be deemed to be a defects.
6.7. If the purchaser is of the opinion that there has been loss of weight as a result of causes other than cooling or freezing, it will report such loss of weight to SNS Foods Sp. z o.o. by e-mail, fax, accompanied by an official weighing list issued after official and recognized weighing, within twenty-four (24) hours of actual delivery of the items.
6.8. If the loss of weight has not been reported to SNS Foods Sp. z o.o. with due observance of the provisions of Article 6.7, the claims will not be accepted.
6.9. SNS Foods Sp. z o.o. will investigate matters only if claims are filed correctly.
6.10. From the time of filing the claim until completion of the investigation, the purchaser will be under an obligation to store the items claimed about under proper conditions, failing which the claim will not be accepted.
6.11. If SNS Foods Sp. z o.o. deems the claim justified, it may, at its discretion, either grant a credit to be determined by it for the product or take back the product at its own expense.
6.12. The purchaser will not be entitled to any compensation if it returns any items claimed without SNS Foods Sp. z o.o.'s written confirmation.

Article VII Retention of Title
7.1. Title to the items delivered will not pass to the purchaser until the purchaser has fully paid all amounts due to SNS Foods Sp. z o.o. pursuant to, or in connection with, any agreement for the supply of items entered into with SNS Foods Sp. z o.o.
7.2. The purchaser will be obliged to store any items where title still vests in SNS Foods Sp. z o.o. clearly separated from other items.
7.3. The purchaser may not dispose of any Goods to which the title still vests in SNS Foods Sp. z o.o instead of the standard business purposes. This will not include the use of such Goods in order to ensure the security.
7.4. In the event of failure by the purchaser to perform all or part of any obligation pursuant to, or in connection with, any agreement for the supply of items entered into with SNS Foods Sp. z o.o., the latter will be entitled to take back any items where title still vests in SNS Foods Sp. z o.o. without any liability arising on its part to pay damages. The purchaser will thereby be obliged to render all required cooperation and, to that end, authorize SNS Foods Sp. z o.o. to access, or cause third parties to access, the rooms used by or for the purchaser. All costs involved with taking back items will be covered by the purchaser.

Article VIII Passing of Risk
8.1. The risk of damage or loss of all or part of, items to be supplied will pass to, and continue to vest in, the purchaser at the arrival of such items at the place of delivery. If SNS Foods Sp. z o.o. puts the Goods at disposal of the purchaser, but the purchaser fails to take delivery of such items for reasons not attributable to SNS Foods Sp. z o.o., any damage to, or loss of all or part of, such items will also pass to the purchaser upon presentation for delivery.

Article IX Termination, Force Majeure, and Discharge
9.1. In the event that the purchaser fails, fails properly, or fails punctually, to perform any obligation ensuing for it from the agreement, as well as in the event of bankruptcy or appointment of a liquidator, discontinuation or winding-up of the purchaser's business, SNS Foods Sp. z o.o. may, at its discretion, without any liability arising on its part to pay damages, and without prejudice to any of its other rights, terminate all or part of the agreement, or suspend further performance of the agreement. Furthermore, in such event all claims that SNS Foods Sp. z o.o. may have against the purchaser will become immediately due and payable.
9.2. In the event of failure on the part of SNS Foods Sp. z o.o. to perform any obligation vis-à-vis the purchaser, such failure cannot be attributed to SNS Foods Sp. z o.o. if it is the result of any circumstances that are unusual or unforeseen for SNS Foods Sp. z o.o. Such circumstances will in any event include, at least to the extent that SNS Foods Sp. z o.o. is not at fault in that respect: war or a similar situation, riot, sabotage, fire, lightning strike, explosion, discharge of hazardous substances or gases, failure in energy supply, serious operational breakdown, sickness of staff on an unusual scale, strike, lockout, blockage, boycott, shortage of raw materials, transport obstacles, government measures, including import, export, transit, production or delivery bans, failure, or failure punctually, in the performance of a third party engaged in the performance by SNS Foods Sp. z o.o., including a supplier.
9.3. SNS Foods Sp. z o.o. will notify the purchaser in the event of a situation of force majeure.
9.4. Without prejudice to the parties' other rights, force majeure will entitle both parties to dissolve the agreement for the non-performed part, after the situation of force majeure has continued for a period of two months, without any liability arising on the part of either party to pay damages to the other.
9.5. The purchaser may dissolve the agreement on account of failure on the part of SNS Foods Sp. z o.o. only to the extent that SNS Foods Sp. z o.o., even after written demand to that effect, fails to remedy the default acceptably within a term that is reasonable given all the circumstances, and the purchaser cannot reasonably be required to continue the agreement.

Article X Liability for Damage
10.1. SNS Foods Sp. z o.o. will be liable only for damage that is the result of its wilful misconduct or gross negligence.
10.2. Any damage is to be reported to SNS Foods Sp. z o.o. in writing expeditiously, but in any event within 30 calendar days of discovery, and all cooperation is to be rendered to SNS Foods Sp. z o.o. in a possible investigation by SNS Foods Sp. z o.o. as to the nature, scope and cause of the damage, at the risk of forfeiture of the right to damages.

Article XI Interpretation
11.1. The nullity of any provision of these conditions will not affect the validity of the other provisions of these conditions.
11.2. To the extent that the conditions refer to items and goods, the relevant provisions will, in terms of substance and purport apply mutatis mutandis to the performance of services.

Article XII Applicable Law and Competent Court
12.1. The agreement, and its formation, will exclusively be governed by the laws of Poland. The applicability of the Vienna Sales Convention (CISG) of 11 April 1980 is expressly excluded.
12.2. In the event of an agreement entailing transport of items outside the territory of the Poland, the "INCOTERMS 2010" as adopted by the International Chamber of Commerce in Paris, France, will apply, in that the commercial terms used by the parties will be interpreted in accordance with the "INCOTERMS 2010" to the extent reconcilable with the present conditions.
12.3. The relevant courts are Sąd Rejonowy dla Łodzi-Śródmieścia w Łodzi and Sąd Okręgowy w Łodzi in Łódź, Poland. These courts will have exclusive jurisdiction to hear any disputes about, or in connection with, the agreement, including its formation. SNS Foods Sp. z o.o. will, however, be authorized to submit the dispute to another competent court in or outside Poland.
12.4. In the event of a difference in interpretation, the Polish text of the General Terms and Conditions of Sale will apply. The Polish text will prevail over any translated version of the General Terms and Conditions of Sale.