GENERAL TERMS AND CONDITIONS OF SALE OF GOODS
AND/OR SERVICES
BALTIMA sp. z o.o. With a registered office in Gdynia

ART. 1. GENERAL PROVISIONS

§ 1.These General Terms and Conditions of Sale (GTC) have been stated on the basis of art. 384 and following of Polish Civil Code – amended text: Dz.U.2014.121. – (CK)

§ 2.GTC are applicable for any contracts of sale of goods and/or services entered by BALTIMA sp. z o.o. with a registered office in Gdynia, Aleja Zwycięstwa 245 , 81-525 Gdynia, Poland, entered into National Court Register held by Gdańsk-Północ District Court, VII Department for National Court Registry, under KRS number: 0000130855, and identified by following numbers: REGON: 190474822, NIP:5861021360 (Seller) with business partners (Purchasers) entering into such contracts solely on the purpose directly related to their economic activity.

§ 3.Any Purchaser shall, prior to sating an order, provide the Seller with copies of his status as an entrepreneur – registry entries, identification numbers as well as about any changes in such information.

§ 4.Sale of goods/services does not occur to any private persons-consumers in the meaning of CK, thus, the GTC rules do not apply to consumers.

§ 5.GTC are available on www.baltima.com.pl website, and might be sent to the Purchaser in electronic or printed for on demand.

§ 6.It is implied that signing any contract or stating an order by the Purchaser and receipt of delivered goods/services shall be equal to acceptance of GTC without any amendments.

§ 7.In case the Purchaser remains in long time business relationship with the Seller, and the GTC have been accepted by the Purchaser in the abovementioned process from art. 1§ 6, it is implied that GTC shall be applied during whole duration of said business relationship between the parties.

§ 8.Goods subject to sale are especially, but not limited to, cheese and dairy products. Detailed information and specification of goods is always part of the contract with the Purchaser.

§ 9.The Purchaser is obliged to verify usability of any purchased goods and/or services for his desired use.

§ 10.The brand “Baltima” is a registered trademark of the Seller and the Purchaser is only entitled to use the brand within the rules of law. In detail, the Purchaser is not entitled to modify, remove and cover the brand imprinted on bought goods unless the contract states otherwise.

§ 11.Goods sold by the Seller shall pass all the requirements of the Purchaser stated in contract and shall obtain any certificates indicated in contract. The Purchaser is responsible for the possibility of further sale and consumption of goods. The basis for assessment of goods shall be specification included in the contract.

ART. 2. ENTERING INTO CONTRACT

§ 1.Any commercial information with advertising content and marketing related, regardless of their form, shall not be considered an offer in the meaning of CK provisions.

§ 2.The contract is entered by signing mutually agreed text of the contract by both parties or by stating an offer, its acceptance and execution, stated in art. 2 § 4 – §9 GTC.

§ 3.The contract entered by signing a mutually negotiated contract by both parties shall be binding from the day it was signed or from other date stated by both parties in the contract.

§ 4.Entering into contract by stating, acceptance and corroboration of an order requires the Purchaser each time to state the order to the Seller in writing – by fax, e-mail, the order shall include: type of goods, its quantity, price per unit and full price, both net and brut, terms of delivery and time of delivery, place of delivery, package of goods, terms of payments, marking. It is assumed that the offer is stated and signed by the person entitled to state orders on behalf of the Purchaser. Provisions of art. 9 § 2 GTC shall apply.

§ 5.For its validity, the order shall be accepted within 5 working days by the person entitled to represent the Seller in writing – by fax, e-mail, with the acceptance of any conditions stated in the order, especially terms of delivery of goods/ completion of service as well as price. Provisions of art. 9 § 2 GTC shall apply.

§ 6.The Purchaser may not change or withdraw an accepted order without the consent of the Seller.

§ 7.Any amendments of the terms of the order shall require procedure stated § 4 and § 5 for their validity.

§ 8.The contract is binding from the moment the Seller sends acceptance of the order to the Purchaser, except situation stated in § 9.

§ 9.In case stated in art. 6 § 4 the contract becomes binding from the moment the Seller receives an order with the actual price of ordered goods/services.

§ 10.The Seller is not responsible for any mistakes made by the Purchaser in the content of an order.

§ 11.The Purchaser may not, without written consent of the Seller, transfer any rights or obligations arising from binding sale of goods/services contract to any third party.

ART. 3. TERMS OF DELIVERY

§ 1.Term of delivery starts with a day stated in the contract or in the acceptance of order.

§ 2.Terms of delivery and/or fulfilling the order as well as other terms and conditions might be changed also after the Purchaser places an order, especially as a result of force majeure and other circumstances not related with the Seller, as well as a sudden change of market situation and actual commercial terms related i.a. with the Sellers relationships with entities cooperating with Seller in the area of contracts. The Purchaser shall be immediately informed about any changes of terms of delivery and/or execution of the order or other terms of sale. Such changes might occur only from the side of Seller and only in crucial circumstances.

ART. 4. DELIVERY, PACKAGE, RECEIPT OF GOODS

§ 1.Receipt of goods takes place in the warehouse stated by the Seller on the cost and risk of Purchaser, unless the provisions of mutually agreed contract state otherwise.

§ 2.In case the transport of purchased goods is organized by the Purchaser, the appointed transport shall be stated to the Seller and accepted. The cost is covered by the Purchaser.

§ 3.It is stated that the delivery of goods is made with the moment it is handed to the Purchaser or to the transport appointed by him.

§ 4.It is assumed that the service is provided with the moment the Purchaser signs the document proving its provision.

§ 5.The Purchaser is obliged to receive ordered goods/services. Failure to receive or delay in receipt of goods/services does not absolve the Purchaser from the obligation to pay full price for goods and to cover all costs and losses as a result of delay.

§ 6.Sale of goods takes place in the packaging and with markings in compliance with binding provisions of law.

§ 7.In specific situations, on the basis of provisions of specific contract, it is possible to conduct sale in packaging and marking mutually agreed by the parties within the contract. Cost of non-standard packaging and/or marking shall be covered by the Purchaser, unless the contract states otherwise.

ART. 5. TRANSFER OF RISK AND TITLE

§ 1.The risk of loss or damage to the goods shall be transferred to the Purchaser with the moment stated in INCOTERMS 2010 clause stated in contract.

§ 2.The Purchaser is required to take a good custody over the goods and to fully insure at his own cost the goods, for cases of flood, fire, theft, destruction or damage.

§ 3.The Purchaser might not imbue any third party rights on the ordered goods.

§ 4.The Purchaser shall immediately inform the Seller about any execution procedures that might result in foreclosure or other activities of execution authorities related to goods.

ART. 6. PRICE AND TERMS OF PAYMENT

§ 1.Sale of goods and/or services shall be conducted with the relation to prices stated for the day of acceptance of order, on the basis of the Sellers price list. In case the order is not on the price list, the sale is conducted at a mutually agreed price.

§ 2.The prices stated in the price list or agreed by the parties shall apply to one order only, unless the parties state otherwise in writing.

§ 3.Any prices stated and presented by the Seller are net prices. The Purchaser shall bear costs and risk related to choice of transport.

§ 4.Payments shall be made by bank transfer to the Sellers bank account stated on the invoice, within the term stated in the contract. The Purchaser shall bear costs of bank transfer.

§ 5.Any terms and special terms of payment agreed due to art. 2 GTC are binding.

§ 6.The price is paid on the day the payment reaches the Sellers bank account.

§ 7.In case of delay in payment, the Seller might collect statutory interest as well as stop delivery of goods/services unless full price and interest is paid in full.

§ 8.It is hereby excluded for the Purchaser to deduct any of Sellers liabilities with payments for specific orders.

§ 9.Any liabilities (payments) arising of the contracts are insured by Coface Poland Credit Management Services sp. z o.o. or other insurance company. In case the insurance limit is not activated or reduced by the insurance company, Seller might withdraw from the contract without cost and risk.

ART. 7. WARRANTY, CLAIMS

§ 1.The warranty is hereby excluded.

§ 2.Any claims shall be immediately stated to the Seller in writing.

§ 3.In case of claims regarding the quantity of goods the claim might be stated:

a)for the claim regarding incorrectly loading goods – no later than a day after the goods were unloaded;

b)for the claim regarding losses appeared during transport – no later than on the day the goods were unloaded.

§ 4.In case of the quantity claim it is required for the Purchaser to state information on such claim, its type (loss or damage) in writing on the letter of transportation. Such information shall be also signed by the driver that conducted the delivery.

§ 5.Claims regarding quality of goods impossible to state during delivery, shall be stated immediately after their recognition, no later than within 10 days from receipt of goods, along with a sample (on demand of the Seller) as well as the lab reports of the goods claimed. In resolution of a claim, their validity is stated on the basis of current requirements and quality norms.

§ 6.Lack of claim within the aforementioned terms shall result in loss of the right to claim damages by the Purchaser.

§ 7.In any case of claim, the basis of its resolution by the Seller shall be creation of the claim protocol and photographic documentation of goods immediately after stating the claim by the Purchaser.

§ 8.Until the claim is finally resolved, the Purchaser is obliged to store claimed goods in proper conditions, preventing its possible further damage and/or destruction.

§ 9.In case of discrepancies between the parties, the Seller shall order sampling and analyses of the goods by independent controlling company SGS Poland or other branch in specific country or to other independent controlling company accepted by both parties. Results of such control shall be binding for both parties. Cost of the control shall be borne by losing party.

§ 10.In case the claim is valid, the Seller shall, due to the claim, or, in lack of specific demands, on his own, decide to exchange goods for flawless, reduce price of goods, remove flaws in the claimed goods. The parties may also agree on other ways to resolve the claim. Resolving the claim within the aforementioned procedures shall exclude demanding further damages by the Purchaser.

§ 11.The Seller is not responsible for damages and losses that occur during unloading the goods.

§ 12.The Seller is not responsible for any flaws in goods in case they are incorrectly used, if the use was conducted by the Purchaser on his own or ordered such use t any accountable third party or if the flaws were a result of a misuse by the end user.

§ 13.Accepting the claim procedure the Purchaser shall revoke the right to deduct mutual liabilities regarding claims with Seller.

ART. 8. LIMITS OF RESPONSIBILITY

§ 1.Any responsibility of a Seller to the Purchaser and any third party is excluded in broadest scope allowed by applicable law.

§ 2.Contractual and delictual responsibility of the Seller towards the Purchaser and third parties shall be excluded, with the exception of directly binding provisions of Civil Code.

§ 3.The responsibility of a Seller towards the Purchaser and third party for losses that might be caused on purpose is limited to goods price per unit that caused losses – stated on the invoice from the Seller. The responsibility excludes also loss of planned profits and indirect costs liability.

§ 4.The Seller is not responsible for any flaws or damages that occurred as a result of incorrect storage by the Purchaser, especially storage in opposition to advice provided by the Seller.

§ 5.The Seller is not responsible towards third party for any claims related to use of goods by the Purchaser and for using the goods by unauthorized third parties with the loss for Purchaser.

§ 6.The Seller is not responsible for any of the Purchasers liabilities towards third parties.

§ 7.In case a third party takes a claim to court against the Seller regarding losses of such person in relation to the goods/services, the Purchaser obliges to enter such court proceedings on the side of the Seller, provided the provisions of law allow such action, as well as support the Seller during such proceedings and pay any costs regarding such proceedings including damages, costs, legal fees, etc.

§ 8.The Seller is not responsible for the Purchasers failure to obtain any certifications or permissions required by law.

ART. 9. ADDRESSES AND CORRESPONDENCE

§ 1.The parties oblige to inform themselves on every change of address. In case of lack of notification about change of address, the letters sent on the previous address shall be considered received and resulting with all legal effects.

§ 2.Any correspondence between the Seller and the Purchaser taking place via e-mail is considered legally binding, provided that the e-mail consists of all following elements: senders e-mail, date and time of sending, name and surname of sender. Anonymous messages shall be consitered non existent.

ART. 10. CONFIDENTIALITY CLAUSE / COMMERCIAL SECRECY

§ 1.Without the consent of the Seller, the Purchaser cannot transfer to any third party any information subject to commercial secrecy and acquired during business relationship.

§ 2.Any information and material (Confidential Information), transferred to the Buyer by the Seller and not accessible to public shall be treated as confidential, especially regarding technical solutions, codes, documentation of business, business partners information, economic and legal situation of Seller.

§ 3.The Purchaser is obliged to refrain from transfer of Confidential Information by his current and future employees, contractors, cooperators, shareholders etc., as well as after the cooperation with the Seller ends.

§ 4.Notwithstanding, the Purchaser is obliged to immediately return the situation to a legally correct state as well to refrain from further transfer of Confidential Information.

§ 5.The Purchaser obliges to:

a)use Confidential Information only in ways applied in GTC;

b)keep Confidential information in secrecy, do not transfer or reveal the to any third party;

c)take any means necessary to make Confidential Information safe.

§ 6.The Confidentiality clause is not applicable when:

a)Confidential information is or has been made public in other way than by breach of GTC;

b)Confidential Information was prior known to the Purchaser from other sources if it is undoubtedly proved, to the time and source of such knowledge;

c)The obligation to transfer of Confidential Information arises out of obliging provisions of law. The Purchaser is obliged to immediately inform the Seller about any claim regarding such information, unless such information is restricted by the authority or provisions of law. Such notification shall be sent, if possible, before the Confidential information is revealed to the authority;

d)The Purchaser willing to reveal confidential information shall be granted a written consent from the Seller stating scope and subject of consent.

§ 7.Obligation to keep secrecy shall be binding for indefinite time. Execution of an order or different final of cooperation shall not result in absolution from obligations stated in this clause.

ART. 11. FORCE MAJEURE

 The Seller is not responsible for lack of execution or incorrect execution of obligations arising from the contract of sale of goods/services, if such failures are caused by the circumstances for which the Seller could not avoid, even with due diligence (force majeure) Aforementioned circumstances are especially: natural disasters, turmoil, strikes, acts of authorities and states, cooperating parties failures and other, impossible to predict, undefendable and severe circumstances. Shall any of such circumstances take place, the Seller shall be absolved from his obligations stated in binging contracts for the time those circumstances last and in the area they impact. The Seller obliges to inform the Purchaser about such situation, immediately, if possible, as well as do anything in his power to fulfill obligations on the basis of good faith principle, in the scope the situation allows.

ART. 12. PERSONAL DATA

§ 1.The Purchaser agrees to transfer to the Seller his personal data and for their use only for purposes regarding legal relations basing on GTC, due to Personal Data Protection Act from 29 august1997 r. ( Dz. U. 2002. 101.926 ).

§ 2.The Purchaser may access his personal data and correct them. Granting personal data is voluntary.

§ 3.The Seller shall not transfer the Purchasers data to any third party. Data might be temporarily available for persons authorized to their access on the basis of provisions of law, especially for justice system.

§ 4.Shall personal data not source from the Purchaser, he has the right to:

a)file a written demand to stop processing his personal data due to a specific situation, in case of processing his data in order to pursue legally stated activities for common good or legally justified aims by the Seller,

b)filing a written objections for against processing his personal data for marketing or for transferring his data to further data administrator – the Seller shall not use data for marketing nor transfer to further administrator.

ART. 13. SALVATION CLAUSE

§ 1.Shall any provision of GTC be considered void, illegal or impossible to execute, other provisions of GTC are fully binding in such way, as if GTC were binding without such void, illegal or impossible to execute provision. Void provisions shall be substituted for suitable provisions of polish civil law.

§ 2.Should the scope of invalidity or impossibility cause the aim of the contract to be impossible to achieve, the Parties oblige to immediately start good faith negotiations in order to substitute void or invalid provision with such valid provision that responds to substituted provision as closest as possible.

ART. 14. ENDING CLAUSES

§ 1.The Parties state that the changes of GTC made by the Seller do not require annexes and are legally binding from the moment they are published on www.baltima.com.pl website.

§ 2.In any cases not regulated by GTC, provisions of Polish law apply, especially provisions of Civil Code. Any discrepancies shall be resolved due to the version of GTC from the day the claim was filed.

§ 3.GTC remain in accordance to international norms, especially MPC rules, with exceptions stated in GTC.

§ 4.Any disputes on the basis of GTC shall be resolved in amicable fashion, and in case of lack of settlement within 30 days, all disputes shall be resolved by Polish Court competent for the registered seat of the Seller. MPC arbitration clause is not applicable.

§ 5.The language of communication between the parties is Polish. In case the Purchaser is unable to contact in Polish, it is possible to communicate in English.

§ 6.The GTC has been construed in both Polish and English. Should any discrepancies arise, Polish version is binding.