General terms and conditions of purchase

in force in

De Care Group limited liability company and Partners Limited Joint-Stock Partnership, KRS 0001175365, NIP 118-003-23-72, District Court for the capital city of Warsaw in Warsaw, 14th Commercial Division with its registered office at 05-152 Czosnów, Pieńków 147

I. DEFINITIONS

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

1.	General terms and conditions	These General Terms and Conditions of Purchase, together with any annexes and amendments, in the version in force on the date of conclusion of the Supply contract
2.	Purchaser	De Care Group limited liability company and Partners Limited Joint-Stock Partnership, KRS 0001175365, NIP 118-003-23-72, District Court for the capital city of Warsaw in Warsaw, 14th Commercial Division with its registered office in Czosnów (05-152) address: Pieńków 147,
3.	Supplier	An entrepreneur who is a party to a delivery or sales contract concluded with the Ordering Party.
4.	Agreement	A Sales or Delivery Agreement concluded between the Ordering Party and the Supplier on the basis of the General Terms and Conditions of Sale and the subject of which are Goods.
5.	Commodities	Foodstuffs and raw materials and components for food production.
6.	Intellectual Property	The exclusive intellectual property of the Ordering Party of any kind, whether registered or not, owned and used by the Ordering Party or licensed by it, including, but not limited to, recipes, patents, trademarks, unregistered marks, designs, copyrights, know-how, creations and inventions, personal rights, goodwill and know-how

 

II. GENERAL PROVISIONS

1. The General Terms and Conditions of Sale apply to all orders placed by the Ordering Party with the Supplier, the subject of which is the sale or delivery of Goods, respectively.
2. The Ordering Party places an order with the Supplier, the number of which must be quoted on all documents related to the delivery of goods, i.e., among others, the order confirmation, delivery notification (delivery notification), invoice, delivery note, and all other documents relating to the given transaction.
3. Acceptance of each order must be confirmed in writing by the Supplier within 3 business days of its receipt. Written confirmation is deemed to be any document in text form, in particular a paper document or a scan thereof, a fax, or an email sent by the Supplier to the Ordering Party. Order acceptance constitutes acceptance of the General Terms and Conditions. For Suppliers with whom the Ordering Party maintains an ongoing business relationship, the lack of written confirmation by the Supplier within the above-mentioned deadline will be deemed by the Ordering Party to be a tacit acceptance of the order by the Supplier for execution under the terms specified in the order and consistent with the General Terms and Conditions.
4. The Supplier is authorized to use the Ordering Party's Intellectual Property only to the extent in which it was transferred to it and solely for the purposes and for the duration of the Order, under pain of payment of a contractual penalty in the amount of 10 times the value of the Order.

III. QUALITY

1. When fulfilling the order, the Supplier is obliged to:
   • comply with the recipes, ingredients and conditions of production of Goods applied to its recipients;
   • use additives and flavourings permitted under EU food law;
   • comply with the limits for food contamination, pesticide residues and heavy metals required by EU regulations,
   • conduct general monitoring of microbiological and physicochemical contamination, as well as microbiological purity.
2.  The Supplier is fully responsible for ensuring that the Goods delivered are of good quality, in compliance with the Order, attached documents and any samples, if previously provided, and with the relevant EU and Polish regulations, including the Act of 12 December 2003 on general product safety (Journal of Laws 2003.229.2275) or EU Directive 2001/95/EC on general product safety (General Product Safety Directive – GPSD).
3.  Upon request, in the event of a recall of the Goods from the market or if it is necessary to clarify other issues concerning the Goods, the Supplier will provide the Ordering Party with all information regarding the identification of the Goods within 24 (twenty-four) hours, assuming 100% identification, in accordance with the EU regulations on tracking and tracing applicable on the date of the recall.
4. The Supplier shall test all Goods after production and provide the Ordering Party with quality test reports for each delivery and, at the Ordering Party’s request, samples.
5. The Ordering Party is entitled to carry out the following tests and inspections of the Goods:
   • Production control (Inline Product Inspection IPI) after completion of 20-60% of the ordered Goods, while the physical inspection of the Goods is subject to AQL control'
   • Pre-Shipment Inspection (PSI) after 80-100% of the ordered Goods have been completed, subjected to AQL inspection or selected inspection of the Goods in an accredited laboratory before shipment, confirmation of the compliance of the Goods with the Order;
   • Container Loading Supervision (CLS) to check that the Goods are properly prepared for sea shipment, checks all necessary documentation before shipment and that the container is properly sealed.
6.  All inspections will be announced by the Ordering Party at least one week in advance, except for situations related to the consideration of complaints related to a threat to the life and health of consumers and/or the withdrawal of Goods from the market, where the audit may be carried out immediately after receiving information about the non-compliance.
7. If the quality of the Goods does not meet the quality standards specified herein due to the fault of the Supplier, the Ordering Party may, at its sole discretion, cancel the Order and return the delivery to the Supplier at the Supplier's expense or request a discount of [20]% of the total value of the defective Goods.

IV. DELIVERY TIMES

1. Delivery deadlines are specified in the order and indicate the date on which the Goods will be delivered to the delivery location specified in the order. These deadlines must be strictly adhered to.
2. If the delivery deadline is at risk, the Supplier is obligated to provide the anticipated delay period and the reasons for the delay in writing or by email. Failure to provide the aforementioned prior information, or providing information indicating that the delivery will not be able to be completed on time or that the delivery deadline is at risk, may constitute grounds for the Ordering Party to withdraw from the order, with the consequences arising from Section 4.11 of the General Terms and Conditions.
3. Partial deliveries within a single Agreement require the Ordering Party's consent, and their schedule (date and size of the given delivery) is determined by the Ordering Party. In the case of partial deliveries, the date of completion of the Agreement will be the date of the last partial delivery.
4. In the case of partial deliveries, a delay by the Supplier in making the next delivery entitles the Ordering Party to withhold payment for deliveries already made until all due deliveries have been made in accordance with the schedule. In such a case, the Ordering Party will not be in default of payment.
5. Delay in the execution of the Delivery in its entirety results in the following discounts on the total value of the Order on the invoice, even if part of it should be completed on time:
   • 1 week – 5% discount
   • weeks – 10% discount
   • weeks -15% or cancellation of the order by the Ordering Party.
6. Unless the Parties agree otherwise in a specific case, the Supplier will deliver the Goods with a shelf life of no less than 95% of the maximum shelf life specified for the Goods (use-by date or best-before date). In the event of a shortened shelf life of the delivered Goods, the Supplier will compensate the Ordering Party for any losses.
7. Delivery may be rejected by the Ordering Party if:
   • it was not accompanied by a specification or any of the required documents listed in the General Terms and Conditions;
   • the delivery does not meet the packaging requirements specified in the GTC;
   • The goods do not meet the quality requirements specified in the GTC;
   • the delivery is partial, incomplete or a significant part of the goods is damaged or defective.
8. A rejected delivery is considered as not having been made and its costs are not charged to the Ordering Party.
9. The supplier is liable for damages resulting from any delay, loss or damage caused by, among other things, improper labeling, packaging or identification of the shipment.
10. Delivery of the ordered goods is deemed to have been made at the time of fault-free, documented receipt of the delivery item by the Ordering Party at the place indicated in the order.
11. The Supplier pays the Ordering Party contractual penalties:
    • for the Ordering Party’s withdrawal from the execution of the order for reasons attributable to the Supplier or for the Supplier’s withdrawal from the execution of the order for reasons beyond the Ordering Party’s control – in the amount of 10% of the gross value of the subject of the order;
    • regardless of the discounts specified in point 5.11. of the General Terms and Conditions, for exceeding the delivery deadline in the amount of 0,1% of the gross value of the order for each day of delay;
    • for delay in removing defects found upon receipt of the subject of the order or during the guarantee and warranty period for defects in the amount of 0,5% of the gross value of the order on the basis of which the defective goods were delivered, for each day of delay, counted from the expiry of the time limit set by the Ordering Party for removing defects;
12. The Ordering Party has the right to deduct the accrued penalties from the Supplier's remuneration.
13. In the event of the Supplier's delay in completing the subject of the order or the Supplier's failure to fulfill the obligation specified in point 4.2 of the General Terms and Conditions of Purchase, the Ordering Party may – without waiving the right to charge a contractual penalty and additional compensation – exercise one or more of the following rights:
    • request that the order be fulfilled in whole or in part;
    • make a purchase from another supplier, at the Supplier's expense and risk;
    • withdraw from the order for reasons attributable to the Supplier without setting an additional deadline, by notifying the Supplier in writing or by email. An email notification is deemed effective upon sending the message to the Supplier.
14. The Ordering Party reserves the right to withdraw from all or part of an order not completed within the time specified in the order without the need to set an additional deadline or pay any compensation. The Ordering Party also reserves the right to seek compensation from the Supplier for improper performance of the order under the general principles set out in the Civil Code, as well as reimbursement of costs incurred for substitute performance of the order.

V. DELIVERY NOTIFICATIONS

1. The delivery is deemed to have been made upon delivery of the goods to the Central Ordering Party’s warehouse, Pro Logis Logistics Park Hall DC4, Kopytów 44d in Błonie and to the production warehouse in Czosnów (Pieńków 147) during the warehouse opening hours, i.e. in the case of the central warehouse from 6:00 a.m. to 17:00 p.m., unless the parties agree otherwise, and in the warehouse in Czosnów from 06:00 a.m. to 14:00 p.m.
2. The Ordering Party allows for the possibility of accepting delivery or loading outside warehouse opening hours, if this is agreed in advance between the parties.
3. Upon delivery, the risk of loss, destruction or damage to the Goods is transferred to the Ordering Party.
4. Each delivery to the Ordering Party's warehouse must be pre-notified by the Supplier no later than 2 business days prior to the scheduled delivery or loading. Notifications should be sent to the following address: magazyn@decare.pl ; transport@decare.pl ; logistics@decare.pl and to the information of the person making the purchase on behalf of the Ordering Party. Notification is considered effective only if submitted via email.
5. Delivery notification requires prior confirmation by the Ordering Party. This confirmation means providing the Supplier with feedback indicating the date and time of arrival for unloading and the notification number. Confirmation of the notification will be sent via return email to the Supplier within one business day of receiving the notification.
6. The notification should contain the following information in Polish and/or English:
   • Supplier details (name; address; telephone number; email) (applies to delivery and loading);
   • Vehicle/trailer number
   • Batch number
   • Quantity of goods expressed in units (pcs, kg)
   • Number and type of transport units (Big Bag, pallet)
7. Failure to notify the delivery and loading or confirm it as described above constitutes grounds for refusing to accept the delivery and unloading of the Goods or loading the Goods. In such a case, upon the arrival of the supplier's transport, De Care will unilaterally set a new unloading date and time.

VI. DELIVERY TERMS

1. The delivery driver must arrive at the warehouse reception desk 20 minutes before the scheduled delivery time. Failure to arrive at the designated time or to provide the delivery documents or delivery notification number will result in refusal to accept the delivery, unless the delivery driver has justified the request in advance and has obtained approval from the logistics department.
2. The supplier is obliged to provide the following documents:
   • waybill (e.g.: Bill of lading, Packing list, WZ, Delivery note, etc.)
   • commercial invoice
   • documents confirming that the Goods are safe and meet health quality requirements, enabling identification of the batch of goods [Quality Certificate, Phytosanitary Certificate, Organic certificate, EUR 1, etc.]
     including documents accompanying the delivery:
   • Traceable delivery note / delivery note / pack list – must include a note about the order number issued by De Care Group sp. z o. o. i Wspólnicy Spółka Komandytowo-Akcyjna – ZZ number and containing:

• • • name and address of the supplier (or manufacturer or distributor),
    • link to the De Care order number (in this case ZZ number)
    • De Care internal symbol number, name, quantity divided into specific batches of goods
    • all information regarding the fulfillment of quality requirements as well as a description of non-conformities,
    • information about the expiration date/storage method
    • signature of an authorized representative of the Supplier,
  • Documents regarding the quality of the Goods and their packaging –unless the parties expressly agree otherwise, these are:
    • Declaration of conformity with the order,
    • Certificate,
    • Acceptance certificate,
    • a written specification regarding the packaging used, stating that all materials used are approved for contact with food,
    • declaration of conformity for packaging made of plastics approved for contact with food or declaration of conformity for other materials (except plastic) approved for contact with food,
    • description of the weight management system,
    • production process diagram with control and critical control points,
    • analytical reports confirming compliance with the microbiological, physicochemical and nutritional parameters listed in the specification,
    • copies of required certificates such as IFS/BRC/ISO/PASS/AIB – if applicable,
    • copies of any other declarations, including Halal, Kosher, Gluten-free, GMO-free, etc. – if applicable,
    • Quality Certificates identifying the delivered Goods and containing at least the following information: Best before date, laboratory tests performed or a statement confirming that the goods meet legal requirements – levels of pesticides, mycotoxins, heavy metals, microorganisms,
    • Phytosanitary certificate,
    • Another document confirming the quality of the delivered goods, including:
      • name and address of the supplier (or manufacturer or distributor),
      • linking to the Ordering Party's order number (in this case the ZZ number),
      • the internal symbol number of the Ordering Party, name, quantity divided into specific batches of goods,
      • all information regarding the fulfillment of quality requirements as well as a description of non-conformities,
      • information about the expiration date and storage method,
      • declaration of compliance with the requirements of the order,
      • signature of an authorized representative of the Supplier, Office,

3. The Supplier also undertakes to provide other necessary documents required for the placing on the market, use and storage of these goods in accordance with their intended purpose.

4. The Supplier is obliged to label the Goods with a logistic label and individual labels containing at least the manufacturer's data, production date, expiration date, batch number, product description, country of origin, net content, allergen declaration, composition and storage method.

5. The delivered Goods will have identification marks (recommended labels compliant with the GS1 standard), batch numbers or other serial marks consistent with the accompanying delivery documents enabling easy identification.

6. The Supplier warrants and guarantees that all goods included in the delivery have been manufactured in accordance with applicable regulations and standards and that it has all necessary permits, approvals, and certificates to enable their introduction into the market and use for their intended purpose. Upon the Ordering Party's request, the Supplier will provide copies of the required certificates, approvals, or other documents confirming proper performance of the above obligations, certified by the Supplier as true copies.

7. Goods must be delivered in packaging appropriate for the given type of goods (collective packaging, doypack, big bag) on ​​a certified carrier, i.e.:

*EURO pallet 800 x 1200
*industrial pallet 1000 x 1200
*American pallet 1000 x 1200
*CHEP pallets (800 x 1200, 1000 x 1200)

guaranteeing safe and damage-free unloading and storage.

8. The height of pallets may not exceed 170 cm (unless the parties have agreed to the possibility of exceeding the required value only in justified cases after consultation with the logistics and operations manager or the quality department manager).

9. It is not allowed

• delivery of goods without a carrier (pallet) – except for agreed container goods,
• delivery of goods on damaged media,
• stacking big bags on a truck trailer,
• delivery of goods with a unit weight exceeding 1100 kg.

10. Disposable pallets cannot be exchanged upon delivery or loading.

VII. SAFETY REQUIREMENTS

1. The supplier/carrier is obliged to follow the recommendations of warehouse employees regarding unloading procedures and safety, including the use of a reflective vest and the use of wedges during loading/unloading operations.
2. Failure to follow the recommendations of the Ordering Party's warehouse staff regarding procedures and safety may result in refusal to accept the delivery.
3. The supplier undertakes to use all available means of securing the goods (transport belts, anti-slip mats, bumpers…) to ensure safe unloading of the goods.
4. The supplier will provide appropriate transport conditions based on the requirements and categories of the goods delivered, i.e.
   • will ensure the proper technical condition of the vehicle – tightness of the trailer, no damage to the vehicle floor preventing the safe unloading of goods,
   • will ensure temperature-controlled transport (if required),
   • will ensure appropriate conditions inside the trailer (meeting sanitary and hygienic requirements for food transport) – no foreign odors, excessive dust, undesirable moisture, mold, or presence of pests.
5. All costs arising from non-compliance with the Ordering Party's procedures will be borne by the Supplier and constitute grounds for refusing unloading.

VIII. WARRANTY AND GUARANTEE

1. The Supplier guarantees that the delivered Goods will be in accordance with the Order, of good quality and free from defects.
2. Fulfillment of the order results in the Supplier providing a warranty and guarantee for the delivered Goods for their shelf life or minimum durability, and if these are not specified, for one year from delivery. Warranty liability is in accordance with the provisions of the Civil Code. The parties hereby exclude the application of Article 563 of the Civil Code in their mutual relations.
3. Goods delivered to the Ordering Party are subject to verification of their compliance with the order and delivery documentation. "Non-conformity" of a delivery is understood to include, in particular, any qualitative or quantitative discrepancies of the delivered Goods with legal provisions and the supplier's warranties.
4. If the delivered Goods have obvious defects (visible already at the time of delivery – e.g. damage or soiling of the packaging) or if the quantity, type or quality of the Goods that can be detected organoleptically is not consistent with the transport documents/order, the Ordering Party will, at its own discretion: mark the above discrepancy in the transport documents (draw up a discrepancy report) or refuse to accept the Goods into the warehouse. In the event of refusal to accept the Goods due to the above discrepancies, all return transport costs will be borne by the Supplier.
5. Any physical defects in the Goods that cannot be visually detected upon delivery may be reported by the Ordering Party before the Goods' expiration date or minimum durability date, or if this date is not specified by the Supplier, within one year of delivery. In such a case, the Supplier is obligated to provide an immediate response, no later than two business days from the date of notification, including proposed protective measures (replacement, delivery, return). The final choice of proposed measures rests with the Ordering Party, who will notify the Supplier of its decision within two business days. The Parties will establish a deadline for the Supplier to fulfill the aforementioned claims, no later than three business days from the receipt of the notification.
6. In the absence of the agreements referred to in points 8.4. and 8.5. above, the Supplier will remedy any defects found upon acceptance and during the warranty period within the time specified by the Ordering Party. The Ordering Party reserves the right to return all defective Goods at the Supplier's expense or request their replacement with new ones. The Supplier will take all necessary steps to ensure the replacement of defective Goods at its own expense and with due diligence. If the Supplier fails to remedy the reported defect within the specified time, the Ordering Party may remedy the defect in the Supplier's place, at the Supplier's expense. The foregoing does not affect the Ordering Party's rights to contractual penalties, supplementary damages, or withholding payment of the Supplier's invoices, and does not release the Supplier from liability under the warranty.
7. In the event of a dispute regarding the quality of the Goods, the Parties will recognize the results of tests performed by laboratories accredited by the Polish Center for Accreditation. In the event of discrepant test results for the Goods ordered by the Supplier and the Ordering Party, the Supplier is entitled to collect samples at the Ordering Party's premises and commission further tests. If defects in the Goods are confirmed, the Supplier will replace the Goods with defect-free ones within 7 business days of receiving the test results. The costs of re-testing and replacement of the Goods will be borne entirely by the Supplier.

IX. PRICE

• The prices stated in the order are fixed and not subject to change and include

1. correct packaging of goods and pallet – packaging in accordance with EU standards for food products (spacer, pallet, etc.),
2. normal securing of Goods during transport;
3. the costs of transporting the Goods to the place of delivery at the Supplier's expense, unless otherwise agreed when agreeing the delivery terms;
4. costs of loading, transport, insurance fees or taxes other than VAT.

X. PAYMENT TERMS

1. Provided the delivered Goods and invoice comply with the specifications and order clauses, payments will be made by the Ordering Party by bank transfer to the Supplier's account specified in the invoice within the timeframe specified in the order. The payment date is the date the Ordering Party's bank account is debited.
2. Any change to the Supplier's bank account number requires notification by registered mail with return receipt requested, courier mail, certified mail, or a letter delivered to the Ordering Party in person with return receipt requested. The Ordering Party is not liable for any delay in payment resulting from failure to provide information about the new bank account as described in the previous sentence. The Ordering Party is not liable for payment to an incorrect or outdated bank account if the account was specified in the contract or invoice and the Supplier failed to notify the change in the manner described above – payment to the account specified in the contract or invoice exhausts the Ordering Party's payment obligation.
3. The Ordering Party's delay in paying the price entitles the Supplier to claim from the Ordering Party only statutory interest for delay in commercial transactions.
4. In the case of partial deliveries of Goods, settlements for the Goods will be made on a monthly basis (one invoice for the Goods delivered in a given month).
5. The Ordering Party consents to the Supplier issuing invoices for the Goods in electronic form. Invoices in this form will be sent by the Supplier from email addresses listed on the Supplier's domain.
6. If the Supplier fails to deliver the documents referred to in points 5.7 and 5.8 of the GTC together with the Goods, the deadline for payment of the sales price will be counted from the date of delivery of the last of these documents to the Ordering Party.
7. If the delivered Goods prove to be damaged, incomplete or otherwise defective upon receipt, the deadline for payment of the sales price will be counted from the date of replacement of the Goods with defect-free ones.

XI. SUSTAINABLE DEVELOPMENT

1. In connection with the execution of the Order, the Supplier undertakes to conduct its business in accordance with the principles and values ​​of good commercial practices, sustainable development, fair trade and undertakes to:

• not using or supporting the use of child labour and forced labour;
• ensuring equal opportunities, freedom of association and supporting the development of all;
• oppose the use of corporal punishment, mental or physical coercion or verbal abuse;
• Complying with applicable laws and industry standards regarding working hours and ensuring that wages are sufficient to meet the basic needs of staff;
• establishing and maintaining appropriate procedures for evaluating and selecting suppliers and subcontractors based on their commitments to social and environmental responsibility;
• not tolerate corruption in any form, in any jurisdiction, even if such activities are permitted, tolerated or not subject to prosecution;
• to assess and reduce the environmental impact of its Products and services throughout their life cycle;
• use material resources responsibly to achieve sustainable development, respecting the environment and the rights of future generations;
• ensure that all subcontractors and suppliers comply with the above principles and regularly monitor compliance with these obligations.

2. The Supplier acknowledges that the Ordering Party has the right to verify at any time, directly or through third parties, its compliance with the obligations undertaken.

XII. CONFIDENTIALITY

1. All information obtained by the Supplier in connection with the execution of the order, including in particular all organizational, commercial, and technical information concerning the Ordering Party that is not publicly available, will be considered confidential by the Parties and, as such, will not be disclosed to third parties. This obligation does not apply to situations in which the obligation to provide information results from mandatory provisions of law.
2. In particular, the Supplier undertakes to treat as confidential information regarding the volume of trade, applicable prices, discounts, product specifications, logistic agreements, technological data, under pain of withdrawal by the Ordering Party from the order for reasons attributable to the Supplier.
3. The Supplier declares that it will not use confidential information for purposes other than fulfilling the order and that it will ensure that such information is adequately protected due to its confidential nature. The obligation to maintain confidentiality remains in effect after the order has been fulfilled and may only be waived with the written consent of the Ordering Party, under penalty of nullity.

 XIII. DISPUTED MATTERS

1. Any disputes regarding property rights that may arise in connection with the conclusion, performance or termination of the Agreements in accordance with the GTC will be resolved by the Court of Arbitration at the Chamber of Industry and Commerce in Kraków, in accordance with the rules of that Court.
2. The Court of Arbitration at the Chamber of Commerce and Industry in Kraków shall also have jurisdiction to resolve disputes concerning the validity or effectiveness of the Agreements and to resolve disputes concerning the validity or effectiveness of this arbitration clause.
3. The Arbitration Court will adjudicate in matters referred to in paragraphs 1 and 2 on the basis of substantive law in force in Poland.
4. The Arbitration Court will adjudicate with a single arbitrator.

XIV. FINAL PROVISIONS

1. In the event of an extension of the scope of the order, the Supplier will deliver additional goods under the commercial terms applicable to the execution of a given order (unit prices, discount).
2. The Supplier will indemnify the Ordering Party against any third-party claims related to goods, parts, and materials supplied under patents, licenses, or registered designs. In the event of any proceedings relating to such claims, the Supplier will provide direct defense to the Ordering Party at its own expense.
3. Without the prior written consent of the Ordering Party, the Supplier is not entitled to transfer to another person or encumber the rights arising from the execution of the order.
4. The General Terms and Conditions of Purchase constitute an integral part of the order placed with the Supplier by the Purchaser. In the event of any contradictions or discrepancies, the content of the order shall prevail. The General Terms and Conditions of Purchase exclude the application of any other general terms and conditions of sale by the Supplier. Deviations from the General Terms and Conditions of Purchase require the written consent of the Purchaser, granted by persons expressly authorized to do so. The application of Article 385 is excluded.⁴ 1 of the Civil Code.