General Sales Rules ALBIO Sp. z o.o. and GDPR
01.08.2021 last update
I. GENERAL PROVISIONS
These General Sales Terms and Conditions (hereinafter the “GSTC”) are applicable to all business transactions in the sale of goods and services between Albio sp. z o.o. as the Seller with entities concluding these contracts as part of their business activity.
1. The terms used in the further part of these GTS mean:
1) Seller – ALBIO sp. z o. o. with its registered office in Piski at ul. Ogrodowa 1, 07-407, Czerwin, entered into the Register of Entrepreneurs kept by the District Court for the City of Bialystok, with a share capital of PLN 600,000.00, VAT PL 113-00-88-519 and REGON 010679550;
2) Buyer or contractor of ALBIO sp. z o. o. – an entity that is the other party to the contract for the sale of goods, concluded as part of business activity with ALBIO sp. z o. o. as the Seller;
3) Parties – the Seller and the Buyer;
4) General Terms and Conditions of Sale or GTCS – these General Terms and Conditions of Sales Agreements made by ALBIO Sp. z o. o.;
5) Agreement – a document indicating the parties to the agreement, its subject and other essential elements of the agreement, agreed individually between the parties;
6) Article or Goods – commercial goods sold by ALBIO sp. z o.o. under the contract with the Buyer.
2. These General Terms and Conditions of Sale are the complete and only contractual regulation binding the Parties with regard to the sale of Goods. Thus, the parties exclude the application of any other prior contractual provisions, agreements, arrangements or settlements.
3. The provisions of these General Terms and Conditions of Sale may be changed by the Parties or, in cases indicated, unilaterally by the Seller, only in writing under pain of nullity.
4. These GTCS are provided to the Buyer by the Seller in writing at the latest on the date of conclusion of the contract. If the Buyer remains in regular business relations with the Seller, the updated valid at the date of conclusion of a given contract GTCS shall always apply.
II. PRICE AND CONCLUSION OF THE AGREEMENT
1. The Seller’s proposals with an indication of the price of the Goods and other conditions for the execution of the order submitted by phone or via e-mail do not constitute an offer within the meaning of the Civil Code, but an invitation to conclude a contract. All assurances, promises and guarantees made orally by the Seller’s employees towards the Buyer are not binding.
. 2. The contract is concluded when both parties sign it, or after the other party receives a signed copy of the contract from the counterparty. The parties exclude the possibility of tacit (implied) conclusion of the contract or its amendment.
3. The agreement may be concluded in electronic form via e-mail. The contract signed by the Buyer should contain all the elements indicated in the AGREEMENT, in particular the name, tax identification number and address of the Buyer, assortment, quantity of ordered goods, date and place of delivery, form and date of payment agreed with ALBIO sp. z o. o. and be signed by an authorized person to represent the Buyer.
4. The prices provided by the Seller in the invitation to conclude the contract and in the AGREEMENT are net prices and will be increased by the value added tax at the rate applicable on the date of the invoice.
5. If the price is indicated in a currency other than zloty (PLN), it is assumed that the Parties have agreed on the price in zlotys (PLN) by converting it from a foreign currency to zlotys (PLN) at the average selling rate of a given currency at Bank Spółdzielczy in Ostrów Mazowiecka with its registered office in Ostrów Mazowiecka or ING Bank Śląski S.A. announced on the day of issuing the invoice.
6. The Buyer undertakes to pay the price within the time limit specified in the AGREEMENT or, if the time limit is not specified therein, within 14 days from the invoice date. The payment is deemed to have been made when the funds are credited to the Seller’s bank account.
7. If, after the conclusion of the contract, there are circumstances justifying an increase in the price of the ordered goods, such as: an increase in customs duties, the introduction of additional customs duties, the introduction of other public law burdens, the Seller has the right to an appropriate, unilateral increase in the price of the goods, indicating the reason for the increase. The increase may not be higher than the actual increase in the price-setting elements and does not require an amendment to the contract
8. All declarations and notifications of the Parties in connection with the conclusion or performance of the agreement should be made in writing and delivered to the other party by registered mail, courier or in person via e-mail, if they explicitly and unequivocally allow such a possibility.
9.If, for reasons beyond the control of the Seller, the Seller will not be able to perform the contract in whole or in part, he will be entitled to withdraw from the contract in whole or in part within 3 months from the conclusion of the contract. The seller is not liable for any damage caused by this.
10. The date of delivery of the Goods is specified in the AGREEMENT, and if the performance of the contract depends on the advance payment, the delivery date is postponed by the delay in the advance payment.
11. If the Parties conclude more than one AGREEMENT and the Buyer is late with the payment of the price on the basis of any of them, the Seller has the right to withhold the performance of all concluded agreements (including in particular the release of the Goods) until the Buyer settles all outstanding debts with interest. If the Buyer’s delay with the payment of arrears to the Seller exceeds 30 days, the Seller may – at its discretion – withdraw from the sales contract to which the arrears relate or all contracts without setting an additional deadline. The seller is not liable for any damage resulting from these reasons.
12. In the event of receiving justified information about the deterioration of the Buyer’s financial condition, the Seller shall have the rights indicated in the preceding paragraph, unless the Buyer establishes additional collateral acceptable to him. The assessment of the Buyer’s financial condition and the acceptance or not of additional collateral is solely at the Seller’s discretion.
13. The Buyer has no right to set off its claims against the Seller from the Seller’s claims under contracts for the sale of Goods.
14. If the Seller has granted the Buyer a trade credit (deferred payment), he may limit or withdraw it at any time. This right does not apply to receivables already due.
15. In the event of late payment, ALBIO Sp. z o. o. is entitled, without additional calls, to demand interest for delay in the amount of three percentage points above the level of statutory interest for delay applicable on the invoice payment date (on an annual basis).
16. If the Buyer is late with payments due on the basis of more than one invoice, ALBIO sp. z o.o. has the right to credit any payment made by the Buyer in the first place against interest for delay, and then the most recently due receivables. This provision repeals the debtor’s rights referred to in Art. 451 §1 of the Civil Code. At the same time, ALBIO Sp. z o. o. reserves the right to make a set-off (compensation) for other claims and liabilities, in accordance with the provisions of the Civil Code.
17. Filing a complaint does not entitle the Buyer to withhold payment for the Goods, in whole or in part.
18. In the event of an unjustified refusal to collect the ordered Goods or withdrawal of the order by the Buyer after the date of its submission, the Seller has the right to charge the Buyer a contractual penalty in the amount of 100% of the gross value of the order.
19. The Buyer undertakes to immediately notify ALBIO Sp. z o. o. about each change of its registered office or place of residence and address for the delivery of correspondence. Failure to notify means that deliveries made to the addresses indicated in the AGREEMENT are considered effective.
1. The Buyer becomes the owner of the Goods at the time of full payment for the Goods (reservation of ownership of the sold item). In the event of ineffective expiry of the deadline for payment, ALBIO sp. z o. o. has the right to request the Buyer to return the Goods issued to him. Albio Sp. z o. o. may also demand compensation in the event of: a) non-return of the Goods, b) when the returned Goods show traces of use or c) when the returned Goods are damaged, in particular when the value of the Goods returned by the Buyer is lower than the price that the Buyer should have paid for the received Goods.
2. The risk of loss or damage to the goods passes from the Seller to the Buyer upon delivery of the Goods, and in the case of entrusting the Goods to the carrier, upon handing over the Goods to the carrier, if the transport is performed at the request of the Buyer.
IV. CONDITIONS OF DELIVERY
1. The delivery of the goods purchased by the Buyer is carried out on the basis of the AGREEMENT and these GTCS
2. The buyer is obliged to collect the goods within the agreed time.
3. The term of delivery and execution of the order is counted in working days (i.e. excluding Saturdays and Sundays and other public holidays).
4. If the Seller’s inability to perform the service was due to circumstances beyond the control of the Seller, including force majeure, the Buyer shall not be entitled to any claims for compensation for damage resulting from non-performance, incomplete performance or untimely performance of the contract. The Seller is obliged to immediately inform the Buyer about the events that caused the full or partial inability or untimely performance of the contract. Events referred to as force majeure include, among others: restrictions due to government order, ban on importation of goods into the Union, natural disaster, strike, epidemic, extended delivery time for goods delivered by rail, including due to stoppage, congestion or “convention” .
5. The place of performance of the service by the Seller is the place of delivery of the goods to the Buyer or the carrier indicated by him.
6. The price of the Goods does not include the cost of its transport to the place indicated by the Buyer, unless otherwise indicated in the AGREEMENT.
7. Buyer is obliged to unload the Goods within 2 hours from the arrival of the car at the place of delivery. If the Buyer fails to unload the goods by the Seller within the time specified above, the Buyer shall bear the costs of the vehicle downtime in the amount of EUR 100 for each commenced day of downtime. The Buyer has the right to indicate a different place of unloading the Goods than originally agreed with the Seller. The cost of unloading the Goods in an additional place of unloading and additional transport costs related to this shall be borne by the Buyer.
1. The Seller undertakes to deliver the Goods to the Buyer in the quality specified in the AGREEMENT.
2. The Buyer is obliged to carefully examine the compliance of the delivery in terms of quality and quantity directly upon receipt under pain of losing any claims against the Seller in this respect.
3. The quantity control of the goods must be carried out before unloading or during loading, if the transport is performed at the Buyer’s request, in the presence of the driver (carrier), and the results of the control must be confirmed by the signature of the driver (carrier) and reported to the Seller immediately.
4. The Buyer is obliged to check the quality of the goods before unloading or upon loading if the transport is performed at the Buyer’s request, and if any quality defects are found, the Buyer is obliged to immediately inform the Seller.
5. In the case of finding quality defects, in the absence of other arrangements by the parties, the authorized seller will dispose of the goods at its discretion or turn to an independent expert, i.e. J.S. Hamilton Poland Sp. z o. o. or Polcargo International Sp. z o. o. for a quality analysis of the goods based on samples taken at the place of delivery of the goods. If the test results show that the quality of the goods does not differ from the parameters set out in the AGREEMENT, the cost of the test and the downtime of the car shall be charged to the Buyer.
6. The Buyer is obliged to stop unloading or loading if the transport is performed at the Buyer’s request and to enable the Seller to dispose of the goods, including carrying out tests under pain of loss of claims by the Buyer for defects in the goods. The Seller undertakes to consider the complaint within 14 days from the date of notification and notify the Buyer of its results in writing. The refusal to accept the complaint should contain a justification.
7. A notification of a defect in the goods must be submitted by telephone and in writing or by e-mail, with acknowledgment of receipt, for it to be valid. The complaint should contain data enabling identification of the product batch. The Seller is not liable for defects not reported during unloading or loading if the transport is performed at the request of the Buyer, subject to asset 8.
8. Quality complaints requiring biochemical tests may be submitted within 30 days from the date of unloading or loading, if the transport is performed at the request of the Buyer, if, according to the traceability of the sealed samples, it appears that the batch came from the Seller.
9. If the goods are organic products certified in accordance with the Regulations of the Council of the European Union No. 834/2007 and No. 889/2008, the parties are obliged to perform all activities required by law.
VI. PROTECTION OF PERSONAL DATA AND ELECTRONIC COMMERCIAL INFORMATION
1. Pursuant to the provisions of the Act of 18 July 2002 on the provision of electronic services (consolidated text – Journal of Laws of 2013, item 1422, as amended), the Buyer agrees that ALBIO Sp.z o.o. (or by another entity acting on behalf of ALBIO Sp. z o.o.) by electronic means to the e-mail address provided by the Buyer of commercial messages and information, on the terms set out in the provisions of this Act.
2. In performance of the obligation arising from Art. 13 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation ) (Journal of Laws of the European Union, L. of 2016, No. 119, p. 1), hereinafter referred to as GDPR. The Seller informs that:
1) The administrator of your personal data is Albio Spółka z ograniczoną odpowiedzialnością with its registered office in Piski, ul. Ogrodowa 1, 07-407 Czerwin entered into the Register of Entrepreneurs kept by the District Court in Białystok, 12th Commercial Division of the National Court Register under number 0000911285, VAT number: 7582380316, REGON number: 389450322, with a share capital of PLN 600,000.00,
2) e-mail contact at: email@example.com,
3) Your personal data will be processed on the basis of: art. 6 sec. 1b) processing is necessary for the performance of a contract to which the data subject is a party in order to perform the contract concluded between you and the Administrator, and also on the basis of: art. 6 sec. 1c) processing is necessary to fulfill the legal obligation incumbent on the administrator in the field of accounting and tax obligations and art. 6 sec. 1f) because processing is necessary for purposes arising from legitimate interests pursued by the administrator consisting in pursuing claims or defending against claims by the Administrator and for commercial and marketing purposes, or you are the representative of the Seller’s contractor under the concluded contract.
4) Your personal data may be disclosed to entities to which the transfer of data (including entrusting their processing) is necessary for the proper performance of services by the Administrator or to pursue claims, including entities providing IT, accounting or legal services for the administrator, supplier software and IT tools, tax authorities, economic information bureau, subcontractors of the administrator, authorized bodies, entities and persons providing services to the Administrator in the field of operating the e-payment system and banks,
5) The data will be processed for the duration of the contract, and then until the claims related to the contract are time-barred, not less than for the time specified in the accounting and tax regulations, and for commercial and marketing purposes until you express your objection
6) You have the right to request from the administrator access to personal data concerning you, rectification, deletion, limitation of processing, data transfer, objection to processing and lodging a complaint to the supervisory authority, the request can be submitted by traditional mail or electronically to the data indicated at the beginning
7) Providing your personal data is not a statutory requirement and is voluntary, but failure to do so would result in the inability to conclude and perform the contract and make it difficult to contact you
8) You will not be subject to a decision based solely on the automated processing of your personal data, including profiling
9) We also inform you that the Data Administrator makes every effort to ensure all means of physical, technical and organizational protection of personal data against their accidental or intentional destruction, loss, change, unauthorized disclosure, use or access, in accordance with all applicable regulations.
VII. FINAL PROVISIONS
1. In matters not covered by these GTCS, the provisions of the Civil Code shall apply.
2. In the case of invalidity of some provisions of the GTCS as a result of the introduction of different statutory regulations, the remaining provisions shall not lose their validity.
3. The Agreement will be governed by and interpreted in accordance with Polish law.
In the event of a dispute arising from or related to this agreement, the parties shall strive to settle the matter amicably, and in the absence of an agreement, they undertake to refer the matter to mediation by the mediator of the Mediation Center at the District Chamber of Legal Advisers in Warsaw and agree to conduct mediation proceedings in accordance with the Regulations for resolving disputes by mediators of the Mediation Center at the District Chamber of Legal Advisers in Warsaw in force on the date of submitting the application for mediation. If it is impossible to settle the matter amicably, the competent court to settle the dispute will be the court competent for the seat of the Seller.
+48 888 435 117
Ogrodowa 1, Piski, 07-407 Czerwin, Poland
ALBIO Sp. z o.o.
Share capital: 600 000 PLN