GENERAL TERMS AND CONDITIONS OF SALE (GTC)
SEVITA sp. z o.o.

effective as of 2 August 2026

Seller’s Details

SEVITA sp. z o.o.
Office: ul. Rudzka 103, 47-400 Racibórz, Poland
Warehouse: ul. Rudzka 103, 47-400 Racibórz, Poland
NIP (Tax ID): 6392040901
REGON (Statistical No.): 545404729
KRS (National Court Register No.): 0001258539

§1. Definitions

These General Terms and Conditions of Sale (“GTC”) set out the rules for the sale of Goods by SEVITA sp. z o.o. to businesses.

Terms used in these GTC shall have the following meanings:

Seller – SEVITA sp. z o.o. with its registered office in Racibórz, Poland.
Buyer – an entrepreneur within the meaning of the Polish Civil Code, purchasing Goods from the Seller in connection with its business activity.
Parties – the Seller and the Buyer.

Goods – any product included in the Seller’s current commercial offer, in particular:

  • seeds,
  • grains,
  • dried fruit and nut mixes,
  • nuts,
  • flours,
  • dried fruit,
  • bulk/loose products,
  • semi-finished food products,
  • other items offered by the Seller.

Agreement – a sales agreement concluded between the Parties in any form permitted by law.
Order – a statement by the Buyer expressing its intention to purchase specified Goods.
Order Confirmation – a statement by the Seller confirming acceptance of the Order for execution.
Business Day – a day from Monday to Friday, excluding statutory public holidays.
Force Majeure – an external event that is unforeseeable and beyond the Parties’ control.
Batch of Goods – a quantity of Goods marked with a single identification number enabling full traceability.
Incoterms® 2020 – the trade rules of the International Chamber of Commerce in force at the time the Agreement is concluded.

§2. Scope of Application

These GTC form an integral part of every sales agreement concluded by SEVITA sp. z o.o., unless the Parties agree otherwise in writing.

These GTC apply exclusively to transactions concluded between businesses (B2B).

These GTC do not apply to consumer sales.

Receipt by the Buyer of an Order Confirmation or other message confirming acceptance of the Order for execution (in the form of a document or the content of an email), containing a reference to the current text of these GTC, and, in cases where applicable law so requires, the GTC attached thereto, means that the Buyer:

  • has read the GTC,
  • accepts their content,
  • consents to their application.

The Buyer is responsible for reading the GTC. Failure to read their content does not release the Buyer from the obligation to comply with their provisions.

The Buyer’s own standard contract terms are not binding on the Seller unless the Seller agrees to them in writing.

In the event of a conflict between these GTC and an individually agreed Agreement, the provisions of the Agreement shall prevail.

The Seller reserves the right to amend these GTC. Amended GTC apply to Agreements concluded after the date of their publication or communication to the Buyer.

Where the Buyer is a natural person entering into an Agreement directly related to their business activity, and where it is clear from the content of the Agreement that it is not of a professional nature for that person — as determined in particular by the scope of their business activity disclosed under the provisions on the Central Register and Information on Business Activity — the provisions of these GTC limiting or excluding the Seller’s liability under statutory warranty (rękojmia), or otherwise limiting the rights of such a Buyer, shall apply only to the extent that this is not contrary to Articles 385⁵, 556⁴, and 576⁵ of the Polish Civil Code.

§3. Offers and Commercial Information

Catalogues, price lists, presentations, commercial information, and marketing materials are for informational purposes only and do not constitute an offer within the meaning of the Polish Civil Code.

The Seller’s offer is valid for the period specified in its content.

If no validity period is specified, the offer expires 7 days after the date of its delivery.

The Seller may make the execution of an Order conditional on:

  • availability of the Goods,
  • a minimum order quantity,
  • logistical conditions,
  • obtaining an advance payment,
  • the trade credit limit granted.

Photographs, samples, and descriptions of the Goods are illustrative and may differ slightly from the Goods actually delivered, provided this does not affect their commercial properties or safety.

The quality parameters of the Goods result from quality documents, product specifications, or arrangements between the Parties.

§4. Orders and Conclusion of the Agreement

Orders may be placed:

  • by email,
  • via electronic data interchange (EDI) systems,
  • via agreed messaging applications, e.g. WhatsApp,
  • in another agreed form.

An Order should include at least:

  • the Buyer’s details,
  • the name of the Goods,
  • quantity,
  • unit of measure,
  • place of delivery,
  • expected delivery date,
  • contact person’s details.

Placing an Order alone does not constitute conclusion of the Agreement.

The Agreement is concluded at the moment the Seller sends the Order Confirmation or begins its execution.

The Seller may refuse to accept an Order in whole or in part without being obliged to state reasons, in particular in the event of:

  • unavailability of the Goods,
  • the Buyer’s outstanding payments,
  • the trade credit limit being exceeded,
  • reasonable doubts regarding the ability to perform the Agreement.

Any change to or cancellation of an Order requires the Seller’s consent.

The Seller permits Agreements to be concluded electronically and commercial documents to be exchanged electronically.

The delivery date for the Goods specified in the Order Confirmation is indicative only, unless the Parties expressly stipulate its binding character in writing or in documentary form.

Exceeding the indicative delivery date does not in itself constitute grounds for withdrawal from the Agreement or for charging contractual penalties, unless the Parties agree otherwise. In the event of a delayed delivery, the Buyer may set the Seller an additional reasonable deadline for performance, and upon its ineffective expiry, withdraw from the Agreement with respect to the unperformed part, on the terms set out in Article 491 of the Polish Civil Code.

§5. Prices and Payment Terms

Prices of the Goods are determined individually for each transaction.

Unless otherwise agreed, prices are net prices and are subject to VAT at the applicable rates.

Transport costs, insurance, special packaging, and other additional services are settled separately, unless the Parties agree otherwise.

Payment is made by bank transfer to the bank account indicated on the invoice.

The date of payment is deemed to be the date on which the Seller’s bank account is credited.

The Seller may grant the Buyer a deferred payment term following a commercial risk assessment.

In the event of late payment, the Seller has the right to:

  • charge statutory interest for late payment in commercial transactions,
  • claim compensation for debt recovery costs in accordance with applicable regulations,
  • suspend the execution of further Orders,
  • require advance payment for further deliveries.

The Seller may allocate a payment received to the Buyer’s longest overdue liability, regardless of any indication made by the Buyer, unless the law provides otherwise.

If, after conclusion of the Agreement, there is an extraordinary increase in the cost of purchasing the Goods, transport, customs duties, taxes, or exchange rates that has a material impact on the cost of performing the Agreement, the Parties shall negotiate an appropriate price adjustment. In the absence of agreement, the Seller may withdraw from performance of the unperformed part of the Agreement. An extraordinary increase in costs shall be deemed to mean, in particular, an increase of at least 10% compared to the costs adopted for the price calculation at the time the Agreement was concluded, resulting from circumstances beyond the Seller’s control and unforeseeable with due diligence.

The Buyer is not entitled to set off its receivables against the Seller’s receivables, or to withhold payment, unless such a right arises from a final court judgment or from mandatory provisions of law.

§6. Retention of Title to the Goods

6.1. Principle of Retention of Title

All Goods delivered by the Seller remain its exclusive property until the Buyer has paid the full sale price, together with any ancillary amounts arising from the given Agreement, in particular interest for late payment, transport costs, debt collection costs, and other amounts related to the performance of the Agreement.

Ownership of the Goods passes at the moment the Seller’s bank account is credited with the full amount due under the invoice covering the given Goods, unless the Parties expressly agree otherwise in writing.

The effectiveness of this retention of title against third parties, including the Buyer’s creditors in enforcement or insolvency proceedings, depends on the Buyer’s acceptance of the GTC being confirmed by a document with a certain date within the meaning of Article 81 of the Polish Civil Code. The Buyer accepts the GTC upon receipt from the Seller of an Order Confirmation (in the form of a document or the content of an email) containing a reference to the current text of the GTC, and, in cases where applicable law so requires, the GTC attached thereto. The Seller records the moment such confirmation is delivered to the Buyer in its systems; however, to ensure full effectiveness of the retention of title against third parties, it is recommended that this fact be confirmed in a form ensuring a certain date within the meaning of Article 81 of the Polish Civil Code, in particular by means of a qualified timestamp, email delivery confirmation, or a signed Annex No. 2.

The transfer of risk of loss, damage, or accidental destruction of the Goods takes place in accordance with the provisions of the Agreement and the agreed Incoterms® 2020 rule, and is not dependent on the transfer of ownership.

If the Parties agree to apply the Incoterms® 2020 rules, they shall be interpreted in accordance with their current edition published by the International Chamber of Commerce (ICC). In the event of any discrepancy between the Incoterms and these GTC, the Parties’ individual arrangements shall prevail.

6.2. Buyer’s Obligations Prior to Payment of the Price

Until ownership passes, the Buyer undertakes to:

  • store the Goods with due care, in accordance with the manufacturer’s requirements, applicable law, and good warehousing practice;
  • ensure storage conditions appropriate for the type of Goods, in particular with regard to temperature, humidity, and protection against contamination, pests, and other factors that may affect the safety or quality of food products;
  • maintain the ability to fully identify each Batch of Goods, including batch numbers, delivery dates, and quality documents;
  • not remove or alter identification marks, labels, batch numbers, manufacturer’s marks, or other markings placed on the Goods or their packaging;
  • not encumber the Goods with third-party rights, in particular pledges, security transfers of title, or other limited property rights.

6.3. Disposal of the Goods

The Buyer may resell the Goods in the ordinary course of its business only if it is not in delay with payment of amounts due to the Seller.

In the event of resale of the Goods before the transfer of ownership, the Buyer hereby assigns to the Seller — up to the amount of outstanding receivables — the claims it holds against the subsequent purchaser. The Seller may request from the Buyer any information and documents necessary to pursue these claims, to the extent permitted under applicable law.

The assignment referred to in paragraph 2 above covers future claims to the extent that they can be identified at the time they arise by reference to a specific Batch of Goods, invoice, and subsequent purchaser, and does not cover claims in respect of which the Buyer is bound by an assignment prohibition effective against the Seller, agreed with the subsequent purchaser prior to conclusion of the Agreement.

The Buyer undertakes not to take any action that could hinder the Seller in exercising the rights arising from the retention of title.

6.4. Delay in Payment

If the Buyer delays payment of an amount due, the Seller may, after a prior demand for payment and the setting of a reasonable additional deadline, exercise the remedies available to it under the Agreement and applicable law.

In particular, the Seller may:

  • suspend the execution of further Orders;
  • refuse to release further batches of the Goods;
  • require the establishment of additional payment security;
  • require payment before further Goods are released;
  • exercise its rights arising from the retention of title to the Goods.

The Seller’s exercise of the above rights does not limit its right to pursue interest, damages, or other claims provided for by law.

6.5. Enforcement or Insolvency Proceedings Against the Buyer

The Buyer undertakes to promptly inform the Seller of:

  • the initiation of enforcement proceedings against its assets;
  • the filing of a bankruptcy petition or the opening of restructuring proceedings;
  • seizure of the Goods by an enforcement authority or other authorised body;
  • any circumstances that may jeopardise the Seller’s ownership rights.

The Buyer undertakes to take all reasonably required action to protect the Seller’s ownership rights and to cooperate with the Seller in confirming the legal status of the Goods.

6.6. Liability for the Goods

Until ownership passes, the Buyer is responsible for the proper safeguarding and storage of the Goods in accordance with applicable food safety regulations.

Deterioration in the quality of the Goods resulting from improper storage, internal transport, repackaging, or other actions by the Buyer does not constitute a defect in the Goods for which the Seller is liable.

If the Goods are combined with other products or subjected to further processing before a complaint is filed, the Seller’s liability is limited to cases in which the Buyer demonstrates that the non-conformity claimed already existed at the moment risk passed in accordance with the Agreement.

6.7. Nature of these Provisions

The provisions of this section apply to the fullest extent permitted by applicable law.

If any provision concerning the retention of title proves invalid or ineffective, this does not affect the validity of the remaining provisions of these GTC.

§7. Complaints

7.1. General Provisions

The Seller is liable to the Buyer solely for non-conformities of the Goods existing at the moment risk passes, in accordance with the provisions of the Agreement and these GTC.

The Buyer is obliged to inspect the delivered Goods promptly upon receipt, exercising the due diligence required of a professional participant in commercial trade.

Complaints may relate solely to:

  • quantity discrepancies,
  • packaging damage occurring before risk passed,
  • quality non-conformities,
  • discrepancies in delivery documentation,
  • other defects in the Goods for which the Seller is liable under applicable law and the Agreement.

Complaints may not relate to the natural properties of agricultural or food products, provided they fall within the agreed quality specifications, applicable standards, or permissible tolerances.

7.2. Inspection of the Goods upon Receipt

Upon receipt of the Goods, the Buyer is obliged to check in particular:

  • the conformity of the quantity of Goods with the delivery documents;
  • the conformity of the type of Goods with the Order;
  • the condition of collective and unit packaging;
  • visible mechanical damage;
  • the completeness of the delivery documents.

If damage to the packaging or quantity shortfalls are found, the Buyer is obliged to make an appropriate note on the transport document or a damage report signed by the carrier.

The absence of objections raised at the time of receipt of the Goods creates a presumption that the Goods were released in accordance with the Agreement, with regard to characteristics that could be established during a standard receiving inspection.

7.3. Quantity Complaints

Complaints regarding the quantity of Goods should be submitted to the Seller no later than within 2 Business Days of the date of receipt of the delivery.

A complaint should include:

  • the invoice number;
  • the delivery note (WZ) or CMR number;
  • the Order number;
  • a description of the non-conformity found;
  • photographic documentation, if available.

Complaints submitted after the above deadline may be left unaddressed, unless the Buyer demonstrates that an earlier submission was objectively impossible.

7.4. Quality Complaints

If a quality non-conformity is suspected, the Buyer undertakes to:

  • immediately suspend further sale or use of the complained-about batch of Goods;
  • secure the entire complained-about batch;
  • preserve the original packaging, labels, and identification markings;
  • enable the Seller to inspect the Goods.

A quality complaint should be submitted promptly after the non-conformity is discovered, but no later than within 7 Business Days of the date of its discovery.

A complaint should include:

  • the batch number,
  • the delivery date,
  • the invoice number,
  • a description of the non-conformity found,
  • photographs,
  • test results, if performed,
  • information on how the Goods have been stored since receipt.

7.5. Securing the Goods

Until the complaint procedure is concluded, the Buyer undertakes to:

  • not repackage the Goods;
  • not mix the complained-about batch with other batches;
  • not subject the Goods to further processing;
  • store the Goods in accordance with the manufacturer’s requirements.

Breach of the obligations set out in paragraph 1 above may result in refusal to acknowledge the complaint if it prevents the causes of the reported non-conformity from being established.

7.6. Sampling

The Seller has the right to take samples of the Goods subject to complaint.

Sampling may be carried out by:

  • a representative of the Seller,
  • an independent laboratory,
  • a certification body,
  • another institution agreed by the Parties.

If laboratory testing is required, the Parties will cooperate in taking representative samples in accordance with applicable standards.

The Seller may refuse to acknowledge a complaint if the Buyer prevents inspection of the Goods or the taking of samples necessary to assess the validity of the complaint.

7.7. Laboratory Testing

If resolving a complaint requires laboratory testing, it may be carried out by a laboratory holding appropriate accreditation or equivalent competence in testing the given type of product.

The costs of testing shall be borne by the Party whose position proves unfounded, unless the Parties agree otherwise.

In the event of divergent test results, the Parties may jointly agree to have control tests carried out at another laboratory.

7.8. Handling of Complaints

The Seller will confirm receipt of a complaint without undue delay.

The complaint will be resolved within a reasonable time, taking into account its nature, scope, and the need to carry out additional clarifying actions.

If resolving the complaint requires obtaining laboratory test results or information from the manufacturer of the Goods, the resolution deadline shall be extended accordingly.

7.9. Method of Resolving a Complaint

If a complaint is deemed valid, the Seller may, at its own discretion:

  • replace the Goods with defect-free Goods;
  • supplement the missing quantity of Goods;
  • reduce the price of the Goods;
  • issue a corrective invoice;
  • refund the price paid after the complained-about Goods are returned, if justified by the circumstances of the case.

7.10. Exclusions from Complaint Liability

The Seller is not liable for non-conformities resulting from:

  • improper transport organised by the Buyer;
  • improper storage after risk has passed;
  • contact of the Goods with moisture, contaminants, or pests after receipt;
  • repackaging of the Goods by the Buyer;
  • alteration of identification marks or batch numbers;
  • use of the Goods contrary to their intended purpose;
  • natural changes in the properties of food products resulting from their nature, provided they fall within the agreed quality parameters.

7.11. Complaints and the Obligation to Pay

Filing a complaint does not suspend the obligation to pay for the Goods on time, unless the Parties agree otherwise in writing.

The Buyer is not entitled to unilaterally set off complaint-related claims against amounts owed to the Seller, except in cases arising from mandatory provisions of law.

7.12. Good Cooperation Between the Parties

The Parties undertake to conduct the complaint procedure in a fair, timely manner and with respect for the principles of commercial cooperation.

Each Party undertakes to provide the other Party with the information necessary to clarify the causes of a complaint and to limit any effects of a confirmed non-conformity.

Where a complaint may affect food safety, the Parties undertake to cooperate promptly, including by taking action related to batch identification, risk assessment, and, if necessary, the withdrawal or recall of Goods from the market in accordance with applicable law.

§8. Liability of the Seller and the Buyer

8.1. General Principles of Liability

The Seller is liable solely for damage arising from non-performance or improper performance of the Agreement, provided the damage is in a normal causal relationship with an act or omission of the Seller and was caused by circumstances for which the Seller is liable under applicable law.

The Seller is liable solely to the Buyer as a party to the Agreement and bears no liability towards third parties to whom the Buyer has resold or transferred the Goods.

The Buyer is responsible for the proper use, storage, internal transport, and further distribution of the Goods from the moment risk passes to it in accordance with the provisions of the Agreement.

8.2. Limitation of the Seller’s Liability

To the extent permitted by applicable law, the Seller’s liability for damages is limited to the actual loss (damnum emergens) incurred by the Buyer.

The Seller’s total liability under a single Agreement may not exceed the net value of the Goods to which the claim relates.

The Seller is not liable for indirect or consequential damage, in particular:

  • lost profits;
  • loss of customers or contracts;
  • interruptions to the Buyer’s business;
  • production losses;
  • data loss;
  • costs of withdrawing from the market products processed by the Buyer, unless they result from circumstances for which the Seller is liable under applicable law;
  • contractual penalties or damages owed to the Buyer’s contractual counterparties;
  • damage resulting from further processing of the Goods by the Buyer.

The limitations of liability set out in this section do not apply in cases where their exclusion would be impermissible under mandatory provisions of law.

8.3. Buyer’s Liability

The Buyer is responsible for ensuring appropriate conditions for receiving, storing, and further trading the Goods in accordance with:

  • applicable law;
  • food safety principles;
  • the manufacturer’s or Seller’s recommendations;
  • good warehousing and distribution practice.

The Buyer is liable for damage resulting from:

  • improper storage of the Goods;
  • breach of packaging integrity;
  • loss of batch traceability;
  • repackaging of the Goods without maintaining the required conditions;
  • sale of the Goods after expiry of the minimum durability date or use-by date, where the Buyer is responsible for such trading;
  • use of the Goods contrary to their intended purpose.

The Buyer is liable for the actions of its employees, subcontractors, and persons entrusted with the Goods as if they were its own actions.

8.4. Quality Documentation

The Seller provides the quality documents required by law or agreed by the Parties.

The Buyer undertakes to verify the completeness of the documentation received without undue delay.

Failure to raise objections regarding the documentation within a reasonable time of its receipt justifies the assumption that it was provided to the required extent, subject to cases where the non-conformity could not have been detected earlier.

8.5. Obligation to Cooperate

The Parties undertake to cooperate with one another in performing the Agreement and to promptly share information that may affect its proper performance.

The Buyer undertakes to promptly inform the Seller of any circumstance that may affect the safety, quality, or traceability of the delivered Goods.

In the event of a reasonable suspicion of a food safety risk, the Parties undertake to cooperate in order to limit the risk and fulfil the obligations arising from applicable law.

8.6. Obligation to Mitigate Damage

Each Party is obliged to take reasonable steps to limit the extent of any potential damage.

The Buyer may not take actions that increase the damage or the costs of the complaint procedure.

If it is possible to limit the effects of a non-conformity of the Goods by appropriately securing the batch, suspending its distribution, or applying other organisational measures, the Buyer undertakes to take such action without undue delay.

8.7. Liability for Actions of Third Parties

Each Party is liable for the acts and omissions of persons it uses in performing the Agreement as if they were its own acts, to the extent provided by applicable law.

The Seller is not liable for the actions of a carrier chosen independently by the Buyer after risk has passed in accordance with the Agreement.

If transport is organised by the Seller using an external carrier, the Seller’s liability for transport-related damage is determined by the provisions of the Agreement, applicable law, and the agreed Incoterms® 2020 rule.

8.8. Claims

Pursuing claims by the Buyer requires demonstrating the grounds for the Seller’s liability in accordance with applicable law and the provisions of these GTC.

No provision of this section excludes or limits the Seller’s liability to the extent that such exclusion or limitation would be impermissible under mandatory provisions of law.

The Parties undertake to seek, in the first instance, an amicable resolution of any disputes arising from performance of the Agreement, having regard to the principles of good commercial cooperation.

§9. Food Safety and Traceability

9.1. General Principles

The Seller conducts its wholesale food trading business in accordance with applicable law, in particular food safety regulations and its internal quality assurance procedures.

The Seller takes steps to ensure that the Goods offered meet the food safety, commercial quality, and traceability requirements applicable at the time the Goods are released to the Buyer.

The Buyer undertakes to handle the Goods thereafter in a manner that maintains their safety, quality, and full traceability.

9.2. Traceability of Batches of Goods

Each Batch of Goods delivered by the Seller bears markings enabling its unambiguous identification.

The Buyer undertakes to maintain the traceability of each Batch of Goods throughout its storage, distribution, and further sale.

In particular, the Buyer undertakes to retain information regarding:

  • the batch number;
  • the delivery date;
  • the delivery document number;
  • the quantity of Goods received;
  • the recipients to whom the Goods were subsequently sold or transferred, where such an obligation arises from applicable law.

The Buyer may not remove or alter batch numbers, identification markings, or labels placed by the manufacturer or the Seller, unless such action is required by law or has been previously agreed with the Seller.

9.3. Storage Conditions

Once risk has passed to the Buyer, it is responsible for ensuring proper conditions for storing the Goods.

The Buyer undertakes to store the Goods in accordance with:

  • the manufacturer’s requirements;
  • the information contained on the labels;
  • the product specification;
  • good warehousing practice.

In particular, the Buyer undertakes to ensure:

  • appropriate temperature;
  • appropriate humidity;
  • protection against pests;
  • protection against cross-contamination;
  • protection against mechanical damage;
  • application of the stock rotation principle (FIFO or FEFO, as appropriate to the type of product).

Deterioration in the quality of the Goods resulting from improper storage after risk has passed does not give rise to the Seller’s liability.

9.4. Quality Documentation

The Seller provides the quality documents required by law or agreed with the Buyer, in particular product specifications, declarations of conformity, or other documents relating to the properties of the Goods.

The Buyer undertakes to retain documentation relating to the purchased Goods for the period required by law or resulting from the principles of due diligence in commercial trade.

At the reasonable request of the Seller or a competent authority, the Buyer undertakes to make available the information necessary to carry out actions related to traceability or food safety.

9.5. Procedure in the Event of Suspected Risk

If the Buyer becomes aware of information indicating that the Goods may fail to meet food safety requirements, it undertakes to promptly:

  • suspend further sale or release of the given batch of Goods;
  • secure the Goods against further trading;
  • inform the Seller of the circumstances identified;
  • cooperate with the Seller in clarifying the matter.

Until the clarification procedure is concluded, the Buyer undertakes neither to destroy the Goods nor to deprive them of the ability to be identified, unless such an obligation arises from a decision of a competent administrative authority.

9.6. Withdrawal or Recall of Goods from the Market

If, for food-safety-related reasons, it becomes necessary to withdraw the Goods from trade or recall them from recipients, the Parties undertake to cooperate with one another and to promptly exchange the information necessary to carry out these actions effectively.

The Buyer undertakes to provide information regarding the distribution of the complained-about batch of Goods to the extent required by law and necessary to limit the food safety risk.

Each Party performs the obligations arising from the law applicable to its business, including reporting obligations towards competent authorities, where such an obligation rests on it.

9.7. Control Activities

The Seller may request information from the Buyer regarding the manner of storage or further trading of the Goods, where justified by the need to clarify a complaint, ensure traceability, or fulfil obligations arising from applicable law.

The Buyer undertakes to cooperate with the Seller to the extent necessary to clarify circumstances affecting the safety or quality of the Goods.

The cooperation referred to in paragraph 2 above shall be carried out with respect for trade secrets and applicable data and confidential information protection regulations.

9.8. Information Obligations

The Buyer undertakes to promptly inform the Seller of any information that may affect the safety, quality, or traceability of the delivered Goods.

This obligation covers, in particular, information regarding:

  • reports from recipients;
  • laboratory test results indicating a possible non-conformity of the Goods;
  • decisions of official food control authorities concerning the complained-about batch;
  • other circumstances that may require action to limit risk.

9.9. Compliance with Quality Systems

The Parties undertake to conduct their business in a manner ensuring compliance with applicable food safety law and with the requirements of the quality systems implemented within their respective organisations.

If the Buyer has implemented a food safety management system, it undertakes to handle the Goods in accordance with the rules applicable under that system.

The purpose of the provisions of this section is to ensure food safety, protect consumers, and enable efficient cooperation between the Parties in fulfilling obligations arising from applicable law.

§10. Force Majeure

10.1. Definition of Force Majeure

Force Majeure means an external, extraordinary event that is unforeseeable with due diligence and that cannot be prevented or overcome, and which makes it impossible or significantly hinders the performance of obligations arising from the Agreement.

The following may in particular be considered cases of Force Majeure:

  • natural disasters, including floods, fires, hurricanes, earthquakes, droughts, and other natural catastrophes;
  • epidemics, pandemics, and related decisions of public administration authorities;
  • acts of war, armed conflicts, acts of terrorism, riots, sabotage, or acts of violence;
  • general strikes, lockouts, or other mass-scale disruptions beyond the control of the Party invoking Force Majeure;
  • decisions of public administration authorities preventing or substantially restricting the production, import, export, trade, or transport of Goods;
  • sudden closure of borders, ports, transhipment terminals, or major transport routes;
  • widespread failures of energy, telecommunications, or transport infrastructure;
  • prolonged interruptions in the supply of energy, fuel, or other utilities necessary for performance of the Agreement;
  • other events of a similar nature beyond the Parties’ reasonable control.

10.2. Effects of Force Majeure

A Party unable to perform its obligations due to Force Majeure is not liable for non-performance or improper performance of the Agreement to the extent that this is a direct result of such an event.

During the period of Force Majeure, performance of the Parties’ obligations is suspended to the extent that their performance is impossible or excessively difficult.

The occurrence of Force Majeure does not automatically result in termination of the Agreement, unless the Parties agree otherwise or further performance of the Agreement becomes permanently impossible.

10.3. Notification Obligation

A Party invoking Force Majeure undertakes to inform the other Party of its occurrence without undue delay after obtaining information about the event and its impact on performance of the Agreement.

The notification should, as far as possible, include:

  • a description of the event;
  • the anticipated impact on performance of the Agreement;
  • the estimated duration of the disruption;
  • information on the measures being taken to limit the effects of the event.

The Party invoking Force Majeure undertakes to keep the other Party regularly informed of any material changes affecting the ability to perform the Agreement.

10.4. Obligation to Mitigate Effects

Each Party undertakes to take reasonable and proportionate measures to limit the effects of Force Majeure and to resume performance of the Agreement as quickly as possible.

In particular, the Parties may agree to:

  • change the delivery date;
  • partially execute the Order;
  • deliver the Goods at a different time;
  • change the means of transport or place of delivery;
  • other solutions enabling performance of the Agreement in whole or in part.

10.5. Supply Chain Disruptions

If performance of the Agreement is significantly hindered due to disruptions in the domestic or international supply chain beyond the Seller’s control, in particular resulting from limited availability of raw materials, transport delays, import or export restrictions, container shortages, port closures, or other similar circumstances, the Parties shall enter into negotiations to establish new terms for performance of the Agreement.

If, despite such negotiations, performance of the Agreement proves impossible or would involve disproportionate difficulties, either Party may withdraw from the unperformed part of the Agreement by submitting a written statement, or a statement sent in documentary form, to the other Party.

10.6. No Liability for Damages

A Party affected by Force Majeure is not liable for delay, non-performance, or improper performance of obligations arising from the Agreement to the extent that this is a direct consequence of the Force Majeure event.

During the period of Force Majeure, neither Party is entitled to pursue contractual penalties or damages for non-performance of obligations, where such non-performance is directly related to the occurrence of Force Majeure.

The provisions of this section do not release the Parties from the obligation to perform those obligations whose performance remains possible despite the occurrence of Force Majeure.

10.7. Resumption of Performance of the Agreement

Once the circumstances constituting Force Majeure have ceased, the Parties shall promptly undertake cooperation to establish the further manner of performing the Agreement.

If performance of the Agreement remains possible, the Parties shall agree a new schedule for deliveries and other obligations arising from the Agreement.

In the event of permanent impossibility to perform the Agreement, the relevant provisions of law and of these GTC shall apply.

§11. Confidentiality

11.1. Confidential Information

The Parties undertake to keep confidential all information obtained in connection with the conclusion or performance of the Agreement that is not publicly available, regardless of the form in which it was communicated.

Confidential information shall in particular be understood to include:

  • price lists and commercial terms;
  • discounts and individual cooperation terms;
  • information regarding suppliers and customers;
  • product specifications;
  • laboratory test results;
  • quality documentation;
  • organisational procedures;
  • information relating to HACCP, GHP/GMP, ISO, IFS Broker, BRCGS Trade & Wholesale, or other management systems.

The confidentiality obligation applies throughout the entire cooperation period and for 5 years after its termination, unless applicable law requires a longer retention period for specific information.

The Buyer is not entitled to use the Seller’s trademarks, logo, or marketing materials without the Seller’s prior written consent.

11.2. Exclusions

The confidentiality obligation does not apply to information that is:

  • publicly available;
  • disclosed pursuant to applicable law;
  • disclosed at the request of a court or a competent public administration authority;
  • the disclosure of which is necessary to perform obligations arising from applicable law.

11.3. Protection of Trade Secrets

The Parties undertake to protect each other’s trade secrets in accordance with applicable law.

Neither Party is entitled to use confidential information for any purpose other than performance of the Agreement without the other Party’s prior consent.

§12. Personal Data Protection (GDPR)

12.1. Data Controller

Each Party is an independent controller of the personal data of the individuals representing it or acting on its behalf (in particular contact persons, representatives, and employees), processed in connection with the conclusion and performance of the Agreement.

The controller of personal data processed by the Seller in connection with the conclusion and performance of Agreements is SEVITA sp. z o.o., with its registered office at ul. Rudzka 103, 47-400 Racibórz, Poland, NIP: 6392040901, REGON: 545404729, KRS: 0001258539. For matters related to personal data protection, please contact: biuro@sevita.pl or in writing at the Seller’s registered office address.

The Parties undertake to process personal data in accordance with applicable law, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) and applicable national data protection legislation.

12.2. Scope and Legal Bases of Processing

The personal data of individuals representing the Buyer is processed solely to the extent necessary to:

  • establish business contact and prepare a commercial offer — pursuant to Article 6(1)(b) GDPR (steps taken to conclude the Agreement) or Article 6(1)(f) GDPR (the Controller’s legitimate interest in handling commercial correspondence);
  • conclude and perform the Agreement, including accepting and executing Orders, issuing accounting documents, and organising deliveries — pursuant to Article 6(1)(b) and (c) GDPR (performance of obligations arising from tax and accounting regulations);
  • pursue and defend against claims related to performance of the Agreement — pursuant to Article 6(1)(f) GDPR;
  • perform the legal obligations incumbent on the Seller, including with regard to food safety and traceability referred to in Section 9 of these GTC — pursuant to Article 6(1)(c) GDPR.

The Parties undertake to apply appropriate technical and organisational measures to ensure the security of the personal data processed, adequate to the risk associated with its processing.

12.3. Data Recipients

Personal data may be shared with entities processing it on the Seller’s behalf, with whom data processing agreements have been concluded in accordance with Article 28 GDPR, in particular IT service providers, the accounting office, and providers of logistics and transport services necessary for the performance of the Agreement.

Personal data is not transferred to third countries outside the European Economic Area (EEA), unless necessary for the performance of the Agreement (e.g. in connection with an export delivery); in such a case, the transfer is carried out subject to appropriate legal safeguards provided for in Chapter V of the GDPR, in particular standard contractual clauses approved by the European Commission.

12.4. Data Retention Period

Personal data related to the conclusion and performance of the Agreement is retained for the duration of the Parties’ cooperation, for the period required by tax and accounting regulations, and for the limitation period of any claims arising from the Agreement, unless specific regulations require a longer retention period.

12.5. Rights of Data Subjects

Data subjects have the right to:

  • access their data and receive a copy of it;
  • rectify (correct) their data;
  • erase their data, to the extent this is not contrary to retention obligations arising from applicable law;
  • restrict the processing of their data;
  • data portability, to the extent that processing is carried out in an automated manner on the basis of consent or the Agreement;
  • object to processing based on Article 6(1)(f) GDPR;
  • withdraw consent to data processing at any time, where processing is based on consent, without affecting the lawfulness of processing carried out before its withdrawal;
  • lodge a complaint with the supervisory authority – the President of the Personal Data Protection Office (UODO).

Providing personal data is voluntary but necessary for the conclusion and performance of the Agreement; refusal to provide it may prevent the conclusion or performance of the Agreement. Personal data is not processed in a solely automated manner, including profiling, producing legal effects for data subjects.

§13. Compliance

13.1. Compliance with the Law

The Parties undertake to conduct their business in accordance with applicable law.

The Buyer represents that it conducts its business activity in accordance with applicable food safety, environmental protection, tax, and labour law regulations.

13.2. Anti-Corruption

The Parties undertake to cooperate in accordance with the principles of fair trading.

It is prohibited to offer, give, or accept financial or personal benefits capable of influencing commercial decisions.

13.3. Economic Sanctions

The Buyer represents that it is not subject to national or international economic sanctions that would prevent performance of the Agreement.

The Seller may refuse to execute an Order if its performance could violate applicable economic sanctions or export control regulations.

13.4. Prevention of Food Fraud

The Parties undertake to cooperate in preventing food fraud and in protecting products against intentional contamination or tampering (Food Defense).

Each Party undertakes to promptly inform the other Party of any reasonable suspicion of product counterfeiting, breach of packaging integrity, or any other event that may affect the safety or authenticity of the Goods.

§14. Final Provisions

These GTC form an integral part of every sales agreement concluded by SEVITA sp. z o.o., unless the Parties expressly agree otherwise in writing or in documentary form.

In matters not regulated herein, the provisions of Polish law shall apply, in particular the Polish Civil Code and the relevant regulations governing the food trade.

The law applicable to the Agreement and to these GTC is Polish law. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on 11 April 1980.

Where the mandatory provisions of the law of the country in which the Buyer has its registered office provide for different solutions, they shall apply only to the extent that their application is mandatory.

Governing language. These GTC have been prepared in two language versions: Polish and English. The English-language version is provided for the convenience of the Buyer and for informational purposes only. In the event of any discrepancy, ambiguity, or inconsistency between the two language versions, the Polish-language version shall prevail and shall constitute the sole legally binding text.

If any provision of these GTC proves invalid or ineffective, this shall not affect the validity of the remaining provisions.

The Seller reserves the right to amend these GTC. Amended GTC apply to Agreements concluded after the date they are made available to the Buyer.

The Buyer may not transfer any rights or obligations arising from the Agreement to a third party without the Seller’s prior written consent.

Any notices related to performance of the Agreement may be submitted in writing or in documentary form, in particular by email, unless the Parties agree otherwise.

The Parties will seek to resolve any disputes arising from performance of the Agreement amicably.

If an amicable resolution of a dispute is not possible, it shall be settled by the common court having jurisdiction over the Seller’s registered office, provided such jurisdiction can be effectively agreed in accordance with applicable law.

These GTC enter into force on 2 August 2026 and apply to all Agreements concluded from that date onward.

Annex No. 1

Complaint Notification Form

SEVITA sp. z o.o.

Buyer’s Details

Name: …………………………………………………
Address: …………………………………………………..
NIP (Tax ID): ……………………………………………………..
Contact person: ………………………………..
Phone: …………………………………………………
Email: ………………………………………………….

Details of the Complained-About Goods

Invoice number:
Delivery note (WZ) number:
Batch number:
Name of Goods:
Quantity:
Delivery date:

Description of the Complaint

…………………………………………………………..
…………………………………………………………..
…………………………………………………………..

Attachments

☐ Photographs
☐ Test results
☐ Transport document
☐ Other ……………………………….

Date: ………………………………
Signature: ………………………………

Annex No. 2

Statement of Acceptance of the GTC

I, the undersigned, acting on behalf of the Buyer,

hereby declare that:

  • I have read the General Terms and Conditions of Sale of SEVITA sp. z o.o.;
  • I accept their content without reservation;
  • I undertake to comply with them in all commercial transactions concluded with the Seller.

Company name:
……………………………………………..

Full name:
……………………………………………..

Position:
……………………………………………..

Date:
……………………………………………..

Signature:
……………………………………………..

Annex No. 3

Seller’s Identification Details

SEVITA sp. z o.o.

Office and warehouse:
ul. Rudzka 103
47-400 Racibórz, Poland

NIP (Tax ID): 6392040901
REGON (Statistical No.): 545404729
KRS (National Court Register No.): 0001258539