Pharmset General Terms and Conditions of Sale

Avicenna Oil company Wiktor Podlaski by inheritance 30.10.2023

§ 1 General provisions

These General Terms and Conditions of Sale (hereinafter referred to as “GTS”) constitute general terms and conditions of contracts
within the meaning of Article 384 of the Civil Code, and to the above extent regulate the conditions and principles of conclusion, validity and performance of contracts concluded by the Company Avicenna Oil Wiktor Podlaski in inheritance with its registered office in Wroclaw (hereinafter referred to as “Seller”) with other contractors (hereinafter referred to as “Purchasers”) for the sale of raw materials (Avicenna Oil Pharmset) and performance of special orders.
The GTCS are an integral part of all contracts concluded with the Seller, unless the Parties expressly agree otherwise, and exclude the application of the Purchaser’s own contract templates, regulations or general terms and conditions.
The GTCS are delivered to the Purchaser prior to the conclusion of the contract. The GTCS served at the first contract with a given Purchaser shall apply to all subsequent contracts between that Purchaser and the Seller, unless otherwise agreed by the parties and subject to.
In the case of amendments, additional arrangements, exclusion or suspension of the GTS, it is necessary to keep a written form under pain of invalidity, indicating to what extent the GTS are modified or to what extent their application to a given contract is excluded.
Delivery of the GCS to the Purchaser may also be made by referring to their use by the Seller and indicating the address of the website where the GCS are made available.
GTS are posted in the footer of the Seller’s website at: avicenna.com.pl. Any changes to the GTS shall be published on the aforementioned website of the Seller. The OWS in the wording valid on the date of placing the Order by the Purchaser shall apply to specific contracts. The Purchaser, by placing the Order, agrees to the above-described manner of making and announcing changes to OWS.

§ 2 Conclusion of sales contract

Subject to § 2.2. the condition for the conclusion of the contract of sale is that the Purchaser submits the Order in writing in the manner indicated in § 2.3. and the Seller confirms by e-mail the acceptance of the Order for execution.
If due to circumstances, including the nature, scope of the Order, the Order confirmation is not sent to the Purchaser or the Purchaser’s Order is not submitted in the form indicated in § 2.3., the confirmation of the conclusion of the sales contract will be an invoice issued by the Seller.
Orders, requests for quotations or other statements on the part of the Purchaser should be submitted in writing by a person authorized to bind the Purchaser and sent to the Seller via e-mail to the e-mail address of the contact person at the Seller or e-mail addresses: sekretariat@avicenna.com.pl; biuro@avicenna.com.pl. In special cases, at the request of the Seller, the Purchaser will provide documents confirming the proper authorization of the person placing the Order. Until the confirmation of the authorization, the Seller may withhold the execution of the Order.
In response to the Order, the Seller shall provide a preliminary price offer with the specification of goods, and after its acceptance by the Purchaser, shall send a confirmation of the Order. Acceptance of the offer by the Purchaser shall be made in the manner specified in § 2.3. Acceptance of the offer shall also constitute acceptance of the goods specification presented by the Seller. The preliminary price offer is not binding and may be changed, in particular, in situations specified in § 3.3. below.
The Seller sends the Purchaser a confirmation of the Order as soon as possible after the terms are agreed. Confirmation of the Order takes place in the form of an e-mail or by telephone. If the Order cannot be fulfilled, the Seller will inform the Purchaser of this fact in the form of an e-mail message.
In the Order confirmation, the Seller shall indicate the name and quantity of the goods ordered, along with the price. Unless otherwise indicated in the confirmation of the Order, the specification of the goods shall correspond to the specification sent with the preliminary price offer. If the terms and conditions specified in the Order confirmation differ from the terms and conditions specified in the Order or as a result of subsequent communication between the Parties (including the Seller’s preliminary offer), and the Purchaser does not raise any objections thereto in the form of an e-mail within two business days from the receipt of the Order confirmation, it shall mean that the Purchaser agrees to the terms and conditions specified by the Seller in the Order confirmation.
The contract of sale is concluded when the Seller sends a confirmation of the Order or the Seller proceeds to execute the contract.
If the Order indicates that deliveries are to be made in batches and/or at specified intervals and/or over a specified period of time (“Staged Order”), then Seller shall send confirmation of the Staged Order. Unless otherwise specified in the confirmation of the Staged Order, Seller may make deliveries of individual lots at times determined at its discretion within the limits of the quantity and end date of the Staged Order.
The provisions of paragraphs 1-7 of this paragraph shall apply mutatis mutandis to the confirmation of the Staged Order and the conclusion of the contract, in the situation specified in § 2.8.
Notwithstanding the provisions of § 2.8. the Seller reserves the right to partial execution of the Order, specifying at the same time the delivery/collection dates of individual batches. In the event of partial execution of the Order, the Seller shall inform the Purchaser thereof as soon as possible.

§ 3 Price of products

Price lists, information, commercial and advertising materials and other publications made available by the Seller do not constitute an offer within the meaning of the Civil Code, unless the material clearly indicates otherwise.
The seller reserves the right to freely grant discounts, rebates and organize promotions related to the sale of goods.
The price of the goods is determined each time in the confirmation of the Order or a staged Order or will be calculated according to the Seller’s prevailing prices at the time of commencement of the Order.
The prices specified in the Seller’s offer and in the Order confirmation do not include VAT, which VAT will be added to the net price according to the applicable rates on the VAT invoice.
1. The prices offered by the Seller are determined on the basis of price-setting factors, including the cost of raw materials, packaging, transportation, etc. existing at the time of price quotation. If there is a change in prices prior to confirmation of an Order or a staged Order, the Seller may change the price of the goods to conform to the prevailing conditions.

§ 4 Payment terms

The seller shall issue a VAT invoice in accordance with applicable regulations.
The specific terms and conditions and dates of payment of amounts due will be specified in the confirmation of the Order or staged Order. The Seller may require prepayment of all or a specified portion of the sales value before proceeding with the Order.
Invoices, issued by the Seller in the established currency, are payable by wire transfer to:

Account No. 40 1600 1156 0004 0601 7046 2001 (for payments in PLN),
Account No. 06 1600 1156 0004 0601 7046 2031 (for payments in EUR),
Account No. 88 1600 1462 0005 8121 7046 2040 (for payments in USD),

unless a different bill or form of payment is indicated on the invoice.

The date of payment shall be considered the date of receipt of funds into the Seller’s bank account.
The Purchaser has no right to make deductions of claims against the Seller.
Delay in payment of the amount due as specified in the invoice issued by the Seller entitles the Seller, without further notice, to claim from the Purchaser the maximum interest for delay within the meaning of Article 481 §^{21of the CivilCode}. The interest shall be calculated from the day following the day on which the due date expired. Notwithstanding the right to charge the aforementioned interest, the Seller may exercise its rights under the Act on Prevention of Excessive Delay in Commercial Transactions of March 8, 2013 (consolidated text of the Journal of Laws of 2020, item 935, as amended).
In addition to the rights set forth in § 4.6, in the event of a delay in payment of the amount due under an invoice issued by the Seller, the Seller shall have the right to immediately suspend all further deliveries of goods to the Purchaser or withdraw from the sales contract without giving the Purchaser an additional period of time, and may demand the return of the goods delivered to the Purchaser. In such case, further deliveries shall be subject to the payment of arrears or security for their payment satisfactory to the Seller.
Payments are credited first to the earliest due receivables. In the case of additional costs and interest on the outstanding debt, the Seller reserves the right to credit payments made by the Purchaser first against the costs and interest, and finally against the principal debt.
In the case of Purchasers having their registered offices outside the territory of the Republic of Poland, at the request of the Seller they shall present to the Seller appropriate documents confirming their tax residency and registration as active VAT payers in the country of their registered office, in order to enable the Seller to apply the correct VAT rates to transactions concluded with such Purchasers.

§ 5 Delivery and acceptance conditions

Delivery of goods is made under the terms of the Order or staged Order.
The delivery date is subject to delivery dates from manufacturers, and the Seller is bound by the delivery date only if he expressly confirms it.
The Purchaser shall be obliged to pick up the ordered goods at the place and time agreed upon on the day of pick-up/delivery. The Purchaser shall ensure the presence of a person authorized to pick up the delivery on the date indicated by the Seller or the Freight Forwarder. In case of failure to comply with the above obligation, the Purchaser shall bear the costs associated with storage of the ordered goods (for large orders) and the costs of re-forwarding.
If the Purchaser fails to collect the goods, the Seller has the right to withdraw from the sales contract. Notwithstanding the right to withdraw from the contract in case of failure to collect the goods within the additional period, the Purchaser shall pay the Seller a contractual penalty of 20% of the net value of the ordered goods. In the event of withdrawal from the contract of sale of goods manufactured to the Purchaser’s Special Order, the contractual penalty payable to the Seller is equal to twice the sales price of the goods.
Unless the parties agree otherwise, unloading or other costs associated with the collection of the goods shall be borne by the Purchaser.
The purchaser shall be liable for any damage resulting from the unloading of the goods, as well as resulting from the delay in unloading or receiving the goods.
To the extent not regulated in these GTS, the relevant Incoterms formulas indicated by the Seller in the confirmation of the Order or confirmation of the staged Order shall apply to the terms of delivery of the goods in terms of providing transportation, covering its costs, insuring the goods for the time of transportation, transfer of risk with respect to the goods.
Discrepancies between the delivered quantity of goods and the quantity resulting from the Purchase Order or staged order within limits not exceeding 5% are acceptable. The Purchaser is obliged to accept the delivery in case of discrepancies within these limits. The Purchaser is obliged to pay for the goods actually delivered by the Seller – any surplus or shortage within the above limits shall be included in the relevant correction documents.

§ 6 Packaging

The seller will make every effort to ensure that the goods are properly packaged and protected.
The cost of containers (canisters, barrels, etc.) made available to the Purchaser shall be included in the price of the goods unless otherwise specified in the Purchase Order or staged Order.
Packages used only for transportation of goods and short-term storage shall be labeled by the Seller as transport packaging.
The cost of removal and disposal of container residues or disposal of containers contaminated by other people’s products shall be borne by the Purchaser.
If transportation is to take place by means of the Purchaser’s transportation means, the Seller shall not be obliged to verify the suitability of such transportation means for the transportation of the goods in question. The Seller shall not be liable for any contamination or damage to the goods resulting from the means of transportation used by the Purchaser.

§ 7 Special orders

Special Order is an order carried out at the special request of the Purchaser, regulated by a separate contractual agreement (e.g. private label production).

If there is a conflict between the provisions of the GTS, the contract agreement, the order confirmation, the Product Specification, or between any of them, it should be considered in the following order: a) the GTS, b) the Product Specification, c) the order confirmation, d) the contract agreement.
Handling of Entrusted Materials:
In the event that Entrusted Materials are not used in their entirety to fulfill the order, the Purchaser is obliged to take them back at the request of the Seller, no later than 14 working days after such request. Otherwise, the Seller shall have the right to charge the Purchaser for the costs of removing the Entrusted Materials to an external warehouse and the costs of their storage in an amount not lower than:

a) with regard to the cost of storage – PLN 70 for each started month for each pallet;
b) with regard to the cost of export – PLN 250 for each pallet.
In the event that:

a) the Entrusted Materials do not comply with the Purchaser’s Specifications or specifications agreed upon by the Parties, or
b) are found not to comply with applicable legal requirements or
c) have adversely affected the course of the production process due to their properties, – which may cause the Seller to incur additional costs and damages,

The Seller shall have the right to charge the Purchaser for these costs, and the Purchaser shall be liable for any damages incurred by the Seller due to the circumstances indicated, in particular for losses incurred by the Seller.

§ 8 Reservation of ownership

The Seller reserves the right of ownership of the sold goods until the Purchaser has paid in full within the time limits specified by the Seller, pursuant to Article 589 of the Civil Code. In connection with the provisions of this paragraph, until the transfer of ownership to the Purchaser, the Purchaser shall be obliged to store the goods in a manner that will ensure the Seller’s ability to exercise the rights associated with the reservation of ownership, in particular, the Purchaser shall ensure that the goods are duly marked and separated. The Purchaser shall be liable for damage caused to the Seller as a result of failure to perform the obligation specified in the preceding sentence.
If the Purchaser fails to make payment within the period specified by the Seller, the Seller has the right to demand from the Purchaser to return the goods for which the Purchaser has not paid on time. The Seller may also demand compensation from the Purchaser if the value of the goods has been reduced, as well as if the goods have been damaged, worn out or have been mixed with other goods of the Purchaser.
In the event that the goods for which the Purchaser has not made timely payment and, as a result, the goods have been returned to the Seller, and the goods were manufactured to the Purchaser’s Special Order, the Seller may require the Purchaser to pay a contractual penalty of 20% of the value of the returned goods.
The Purchaser shall be liable for loss of or damage to the goods during the period between the release of the goods and the transfer of ownership to the Purchaser.
In the event that bankruptcy or composition proceedings are initiated against the Purchaser, he is obliged to mark the goods owned by the Seller. In the event of seizure of goods belonging to the Seller in the course of enforcement proceedings, the Purchaser is obliged to immediately inform the Seller of this fact and cooperate with the Seller in order to realize his rights in relation to the seized goods.

§ 9 Examination of goods, complaints and quality control

The buyer is obliged to carefully examine the condition of the goods immediately upon receipt. The duty to examine the goods includes both qualitative and quantitative examination.
At the time of delivery, the Purchaser is obliged to make an initial inspection of the delivery item in terms of quantity and visible external damage. Deficiencies or damages in this respect should be noted on the day of delivery in the bill of lading, discrepancy report or other delivery document, under penalty of losing the right to invoke them in the future.
Further testing of the goods, which could not be carried out at the time of delivery, should be carried out within 3 working days after delivery, under conditions that ensure correct test results, in particular excluding the possibility of accidental contamination of the goods.
Complaints about quantity, and/or mechanical damage to the goods will be considered by the Seller within 14 days. If such a complaint is accepted, the goods will be exchanged for new ones and/or the missing quantity of goods will be replenished.
If the Purchaser questions the quality of the goods, the Purchaser shall be obliged to send the Seller samples of such goods within 7 days from the discovery of the defect and the expiration of the time limit for examination of the goods in accordance with § 9.3.
Hidden (quality) defects, which could not be found at the examination referred to in § 9.3, may be reported before the expiration of the goods in any case no later than within 7 days from the date of discovery of the defect.
Quality complaints will be processed within 30 days of receipt.
If a quality complaint is accepted, the Seller may, in consultation with the Purchaser, replace the goods with defect-free goods, reduce the price of the advertised goods, remove the defects in the goods or grant the Purchaser appropriate compensation.
If a quality complaint is not accepted, examination of the goods will be commissioned to an independent laboratory selected by the Seller and approved by the Purchaser, which approval will not be unreasonably withheld. The opinion of the laboratory will be binding on both Parties – the cost of the independent laboratory’s opinion will be borne by the Party whose position proves to be wrong.
Until the final consideration of the complaint, the Purchaser is obliged to store the advertised goods in a proper manner, preventing damage to the goods, the formation of shortages or combination / mixing with other goods.
Failure to file a claim within the time limits provided for in this paragraph shall result in the Purchaser losing its right to claim.
Filing a complaint does not release the Purchaser from the obligation to pay for the purchased goods. The Seller reserves the right to withhold complaint claims until the Purchaser has paid the outstanding amounts.
The Seller’s liability to the Purchaser who is not a consumer under the warranty for defects of goods under the rules set forth in the Civil Code is excluded under Article 558 of the Civil Code.

§ 10 Force majeure

The Seller shall not be responsible for delays or shortages in delivery resulting from force majeure, understood as any event beyond the Seller’s control, hindering or preventing timely delivery, in particular, the occurrence of wars, floods, earthquakes, fire and other natural disasters, state of epidemics, riots, strikes, sabotage, explosions, organized actions of workers, national defense requirements, orders, decrees or regulations regardless of their legal effectiveness, extraordinary emergency, inability to obtain supplies of electricity, energy of other kinds, raw materials, manpower, equipment, means of transportation or any other or similar unforeseen events that the Seller could not prevent, despite exercising due diligence.
The Seller shall not be liable for damages arising on the part of the Purchaser in connection with the suspension or delay of deliveries due to force majeure.
If the performance of the contract proves impossible due to the occurrence of a force majeure event, the contract shall be considered terminated in its entirety, and in the event of partial performance, in the unperformed portion. Otherwise, the term for performance of the contract shall be extended by the duration of the force majeure event, unless otherwise agreed by the Parties.

§ 11 Final provisions

When, as a result of non-performance or improper performance of obligations arising from sales contracts to which GTS are applicable on the part of the Seller there arises liability for damages to the Purchaser, the Seller shall be liable only for the actual loss of the Purchaser, excluding lost profits. The Seller’s liability is limited to the value of the Order in connection with which the Purchaser has been harmed.
Seller shall be solely responsible for the failure of the goods to conform to the accepted specifications. The Seller shall only ensure that the goods are suitable for the customary use indicated in the specification or Order. In the absence of a detailed specification of quality requirements, the Seller is obliged to deliver goods of the average quality customary for goods of this type.
The Seller does not guarantee the suitability of the goods for the specific use intended by the Purchaser.
All intellectual property rights in the analyses, formulas or specifications provided to the Purchaser are the property of the Seller or its licensors. The Purchaser agrees to treat this information as confidential and not to disclose it to third parties.
Processing by the Seller of personal data provided in connection with the Order process and performance of the contract is carried out in accordance with the terms and conditions specified on the Seller’s website: avicenna.com.pl.
Transfer by the Purchaser to a third party of rights and/or obligations arising from contracts to which the GCS apply requires the written consent of the Seller under pain of nullity.
The law applicable to any matters arising from contracts to which these GTS apply is the law of the Republic of Poland. The application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Journal of Laws 1997, No. 45, item 286 as amended) to contracts to which these GTS apply is excluded.
If any provision of the GTS proves invalid or ineffective, this shall not affect the validity of the remaining provisions. In such case, in place of the invalid or ineffective provisions, the rights and/or obligations of the Parties shall be governed by the relevant mandatory provisions of the law directly or accordingly.
If it is not possible to settle disputes amicably, the competent court to resolve them will be the common court with jurisdiction over the registered office of the Seller.

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