1. SUBJECT OF THE CONTRACT

1.1. The Supplier is obliged to supply, and the Buyer is obliged to accept and pay for the goods (hereinafter referred to as the “Goods”) in accordance with the invoices drawn up by the Supplier for each supply and which are an integral part of the Contract.

1.2. The names and quantity of the Goods are indicated in the invoices for each supply.

2. PRICE OF THE GOODS AND TOTAL AMOUNT OF THE CONTRACT

2.1. The price of the Goods according to this Contract is set in Euros and is indicated in the invoice for each consignment.

2.2. The amount of the Contract is determined by the amount of all invoices according to which the Buyer accepted and paid for the Goods.

3. TERMS OF SUPPLY

3.1. The Supplier supplies the Goods on the terms of FCA or DAP in accordance with the INCOTERMS 2020 RULES. The terms of supply and the place of the Goods supply are determined in the corresponding invoice.

3.2. The transportation of the Goods consignment is carried out at the Buyer’s or the Supplier’s expense, depending on the terms of supply, which are determined in the corresponding invoice.

3.3. The moment of transfer of ownership of the Goods from the Supplier to the Buyer shall be considered the moment of acceptance of the Goods by the Buyer or the carrier of the Buyer at the place of the Goods supply agreed pursuant to the invoice.

4. PAYMENT TERMS

4.1. Payment for the Goods shall be made by the Buyer in Euros by cashless settlement by transferring payment to the Supplier’s bank account specified in this Contract. Terms of payment - 100% advance payment, amount of payment for the Goods for each delivery are indicated in the corresponding invoice.

4.2. All bank charges associated with the funds transfer by the Buyer to the Supplier’s bank account, including bank and correspondent bank fees, are made by the Buyer’s expense.

4.3. Buyer’s payment obligations are deemed performed from the date the funds are credited to the Supplier’s bank.

5. GOODS TRANSFER AND ACCEPTANCE TERMS

5.1. The list of the transportation documents is indicated in the corresponding invoice.

5.2. The Goods are transferred with the transportation documents in accordance with the terms specified in the corresponding invoice, the delivery time of the Goods is indicated in each specific invoice.

6. QUALITY OF GOODS

6.1. The quality of the Goods must comply with all sanitary, hygienic, technical standards and rules established by the legislation of the country of Goods manufacture.

6.2. The Supplier guarantees the high quality of the Goods, which must comply with the information indicated in the transportation documents. The warranty is valid during 12 calendar months from the date of the Goods supply.

6.3. The supplied Goods must contain all the necessary information on the packaging in accordance with the requirements of Polish law.

6.4. The Parties may determine additional requirements for the quality and complete set of the Goods by concluding an Additional Agreement to the Contract.

7. PACKAGING AND LABELLING

7.1. The Goods must be packed in a way that ensures the safety of the Goods for the period of loading and transportation in accordance with the time and method of transportation.

7.2. Goods packaging must be properly labeled and included in the price of the Goods.

7.3. The Parties may set requirements for the Goods packaging and labeling by concluding an Additional Agreement to the Contract.

8. FORCE MAJEURE

8.1. In the event of force majeure circumstances, the Parties shall be released from performance of the obligations under this Contract for the duration of these circumstances.

8.2. Party shall be released from the responsibility defined by this Contract and applicable legislation for full or partial failure to perform the obligations under this Contract if it is proved that such failure to perform obligations was caused by force majeure circumstances. The Parties must fulfill the terms of the agreement in full, at the end of force majeure circumstances.

8.3. The force-majeure circumstances shall mean extraordinary circumstances and events that arose regardless of the will or contrary to the will or wishes of the Parties, and which cannot be foreseen and cannot be prevented (avoided), namely: earthquakes, floods, hurricanes, destruction due to lightning and other natural disasters, explosions, fires, military actions, blockades, civil disorders, acts of terrorism, mass strikes, boycotts, as well as the issuance of prohibitive or restrictive regulatory acts of state government institutions or local government institutions, the imposition of curfews, quarantine established by the competent authorities.

8.4. If one of the Parties cannot perform the obligations under this Contract due to force majeure circumstances, such Party shall notify the other Party of the impossibility of performance of the Contract within 15 days from the date of the occurrence of force majeure.

8.5. After the force majeure circumstances termination, the Party affected by them is obligated to notify the other Party of this.

9. SANCTIONS

9.1. In case of failure by the Buyer to timely pay for the Goods specified in the corresponding invoice for more than 15 days, the Buyer shall pay the Supplier a penalty in the amount of 0.1 percent of the amount of debt for the Goods for each day of delay but not more than 5 percent of the value of the Goods, the payment date of which was breached.

9.2. The payment of a penalty does not release the Buyer from performance of the obligations defined by this Contract.

9.3. In the event when the Supplier breaches the supply time of the Goods specified in the corresponding invoice for more than 15 days, the Supplier pays the Buyer a penalty in the amount of 0.1 percent of the amount indicated in the corresponding invoice for each day of delay but no more than 5 percent of the value of the Goods, the supply time of which was breached.

9.4. The payment of a penalty does not release the Supplier from performance of the obligations defined by this Contract.

10. Dispute settlement

10.1. The Parties agree that all disputes shall be settled amicably, and in case of failure to do so, the court competent to hear the case shall be the court having jurisdiction according to the head office of the Supplier.

11. TERM OF THE CONTRACT

11.1. This Contract shall enter into force upon its signing by the Parties and sealed by the Parties and is valid until December 31, 2023.

11.2. The termination of the Contract does not release the Parties from responsibility for its breach that occurred during the term of the Contract.

11.3. The Contract may be terminated only by agreement of the Parties, which is drawn up by an Additional Agreement to this Contract.

11.4. The Contract shall be deemed terminated from the moment the Parties duly execute the relevant Additional Agreement to this Contract, unless otherwise provided in the Additional Agreement.

12. MISCELLANEOUS

12.1. The Parties shall be governed by the current legislation of the Republic of Poland in cases not provided by this Contract.

12.2. This Contract may be revised or amended by mutual consent of the Parties, which is drawn up by an Additional Agreement to this Contract.

12.3. The Annexes to this Contract, invoices and Additional Agreements to this Contract, duly signed by the Parties, are an integral part of this Contract.

12.4. Documents received by the Parties during the term of this Contract by fax or in scanned form via emails of the Parties, indicated in this Contract, shall have legal force until they are replaced with the corresponding original.

12.5. None of the Parties has the right to transfer its rights and obligations under the Contract to a third parties without written consent of the other Party.

12.6. This Contract has been drawn up in English and Polish, in duplicate, one for each of the Parties, each of which shall have the same legal force.

12.7. In the event of a discrepancy between the English and Polish texts of the Contract, the Polish text of the Contract shall apply.