TERMS AND CONDITIONS OF THE WEBSITE AND B2B SALES
KEY FOODS sp. z o.o.
version dated 5 August 2026
These Terms and Conditions set out the rules for using the keyfoods.pl website, using the contact form, and submitting inquiries, negotiating terms, entering into and performing contracts for the sale of goods by KEY FOODS sp. z o.o. These Terms and Conditions are intended exclusively for professional business-to-business transactions between entrepreneurs.
§ 1. Seller and Scope of the Terms and Conditions
- The seller and service provider operating the Website is KEY FOODS spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw at ul. Jana Kasprowicza 119A lok. 151, 01-949 Warsaw, entered in the Register of Entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy) maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS number 0001042859, NIP 1182264158, REGON 525626820, with share capital of PLN 10,000.00, hereinafter referred to as the "Seller" or "KEY FOODS".
- The Seller's Sales Office is located at ul. Marymoncka 105/62-63, 01-813 Warsaw. The Sales Department can be contacted by telephone at +48 664 668 169 or by email at info@keyfoods.pl.
- These Terms and Conditions apply to the use of the Website and to all offers, Order Confirmations and Sales Contracts entered into by the Seller with Buyers, unless the parties expressly agree different terms in writing or by email for a specific transaction.
- These Terms and Conditions do not constitute the terms and conditions of an online store offering consumer sales. The Website primarily serves informational, catalogue and contact purposes. As of the effective date of these Terms and Conditions, the Website does not provide a shopping cart, customer account, online payments or any mechanism whose use alone results in the conclusion of a Sales Contract.
- The Terms and Conditions are made available free of charge on the Website in a manner enabling their retrieval, reproduction and storage. The Buyer should read the Terms and Conditions before accepting an Order Confirmation.
§ 2. Definitions
- Business Day means a day from Monday to Friday, excluding public holidays in Poland.
- Buyer means an entrepreneur within the meaning of Article 43(1) of the Polish Civil Code entering into a Sales Contract directly in connection with its business or professional activity, provided that, in the case of a natural person, the Sales Contract is professional in nature for that person, arising in particular from the subject matter of the business activity conducted by that person.
- Website means the KEY FOODS website available at keyfoods.pl, together with its subpages, in particular pages presenting information about the Seller, Products, delivery and contact methods.
- Product means goods offered by the Seller in professional trade, in particular brown cane sugar, Muscovado sugar, BIO sugar, white granulated sugar, cashew nuts and other food products covered by the Seller's individual offer.
- Inquiry means a message or other form of contact from the Buyer to the Seller, including via the contact form, email or telephone, concerning the possibility of purchasing Products. An Inquiry does not constitute an order or an offer within the meaning of the Civil Code.
- Order Confirmation means a message sent by the Seller, generally by email, specifying the agreed or proposed material terms of sale, in particular the Product, quantity, price, currency, place and expected date of delivery or collection, and payment terms. An Order Confirmation may also include Product specifications, logistical conditions, quality documents or an Incoterms rule.
- Sales Contract means a contract for the sale of a Product concluded between the Seller and the Buyer on the terms set out in these Terms and Conditions and the Order Confirmation.
- Specification means the requirements agreed for a given transaction relating to the Product, including its type, quality, parameters, packaging, weight, origin, certification or other characteristics, insofar as they are specified in the Order Confirmation or an attachment accepted by the parties.
- Carrier means a professional entity engaged in the carriage of goods to which the transportation of Products has been entrusted.
- Incoterms means the Incoterms 2020 rules developed by the International Chamber of Commerce, if a specific Incoterms rule has been expressly indicated in the Order Confirmation.
§ 3. Exclusively Professional B2B Nature of Sales
- The Seller conducts exclusively B2B sales through the Website and Sales Department. The Seller does not direct sales offers through the Website to consumers within the meaning of Article 22(1) of the Civil Code.
- In the case of a natural person conducting business activity, the possibility of entering into a Sales Contract under these Terms and Conditions applies exclusively to transactions that are professional in nature for that person. The Seller does not enter into contracts under these Terms and Conditions to which, pursuant to mandatory provisions of law, consumer protection would apply due to the non-professional nature of the transaction.
- By submitting an Inquiry, providing company details or accepting an Order Confirmation, the Buyer represents that it is acting as an entrepreneur in the course of its business or professional activity and that the person acting on its behalf is duly authorised to conduct negotiations and make statements relating to the Sales Contract.
- Before presenting an offer, entering into a Sales Contract or commencing its performance, the Seller may verify the Buyer's details in public registers, including the National Court Register, the Central Register and Information on Business Activity (CEIDG), VAT taxpayer registers, the VIES system or relevant foreign registers.
- If the person contacting the Seller does not meet the conditions set out in this section, or if there are reasonable doubts concerning that person's status, authority or the professional nature of the transaction, the Seller may refuse to present an offer or enter into a Sales Contract.
§ 4. Rules for Using the Website and Services Provided Electronically
- The Seller provides free electronic services consisting of enabling the User to browse the Website content and submit an Inquiry using the contact form. The Website does not require the creation of a user account.
- Proper use of the Website requires a device with Internet access, an up-to-date web browser supporting the standards used by the Website and, to the extent necessary for the Website to operate, enabled JavaScript and necessary cookies. Sending an Inquiry and receiving a response also requires an active email address and, if provided, an active telephone number.
- The agreement for the provision of the Website browsing service is concluded when the User begins using the Website and terminates when the User ceases using it. The contact form service is one-off and is performed when the message is delivered to the Seller's system.
- The User is obliged to use the Website in accordance with the law, good practices and its intended purpose. It is prohibited to transmit unlawful content, content infringing third-party rights or containing malicious software, attempt unauthorised access to the Seller's systems, or disrupt the operation of the Website.
- The Seller may temporarily restrict access to the Website for technical, security, maintenance or modernisation reasons. Any restriction of access to the Website shall not affect Sales Contracts concluded before such restriction occurred.
- Complaints concerning the operation of the Website or contact form may be submitted to info@keyfoods.pl or to the Seller's registered office address. A complaint should enable identification of the problem and provision of a response. The Seller will generally respond within 14 days of receiving a complete complaint.
- The rules governing the processing of personal data and the use of cookies are set out in separate documents available on the Website, namely the Privacy Policy and Cookie Policy, respectively.
§ 5. Product Information and Nature of Website Content
- Information, descriptions, photographs, parameters, logistical data and other materials concerning Products posted on the Website are informational in nature and constitute an invitation to commence negotiations or conclude a contract within the meaning of Article 71 of the Civil Code. They do not constitute an offer by the Seller within the meaning of Article 66 of the Civil Code.
- The Website presents, in particular, brown cane sugar, Muscovado sugar, BIO sugar, white granulated sugar and cashew nuts. The range of products may change without requiring an amendment to these Terms and Conditions. The mere inclusion of a Product on the Website does not mean that it is currently available in stock.
- Product parameters indicated on the Website, including values described as typical, usually occurring, approximate or falling within a specified range, do not constitute an agreed Specification for a particular delivery. Binding parameters for a given Sales Contract result from the Order Confirmation and any Specification accepted by the parties.
- Information concerning the Seller's possession of certificates, including HACCP and BIO certificates, refers to the scope covered by the relevant certification document. If it is important to the Buyer that a specific Product or batch be covered by a particular certificate, this requirement should be notified before entering into the Sales Contract and confirmed in the Order Confirmation.
- Information on the Website that orders from one pallet are accepted means that the Seller may also fulfil orders of such scale, provided that this is available for the particular Product. The minimum quantity, batch size and type of packaging for a specific transaction are determined in the Order Confirmation.
- Information concerning packaging, including 25 kg bags and 1,000 kg big bags, describes available logistical solutions. The type and weight of packaging shall be binding upon the parties only if agreed in the Order Confirmation.
- Delivery times presented on the Website, in particular 1 to 2 Business Days for Poland and 2 to 4 Business Days for other European countries, are indicative. The binding delivery date or delivery time window for a specific transaction is set out in the Order Confirmation.
§ 6. Inquiry, Order Confirmation and Conclusion of the Sales Contract
- The Buyer may contact the Seller via the contact form available on the Website, by email, telephone or in another agreed manner. The contact form is used to submit an Inquiry, including a request for a quotation for delivery of a specific Product, and is not used to conclude a Sales Contract.
- In order to prepare the terms of sale, the Seller may request the Buyer to provide company details, NIP or EU VAT number, the type and quantity of the Product, desired packaging, place of delivery or collection, desired delivery date, quality requirements and other information necessary to prepare an offer and arrange logistics.
- After the basic terms have been agreed, the Seller sends the Buyer an Order Confirmation. Unless the Order Confirmation provides otherwise, it constitutes the Seller's offer to conclude a Sales Contract on the terms specified therein and on the terms of these Terms and Conditions.
- The Order Confirmation specifies at least the Product and quantity, the price or method of determining the price, and information enabling the Buyer to be identified. Depending on the transaction, it may also specify the currency, payment terms, place and date of delivery or collection, transport costs, Specification, quality documents, unloading rules and the applicable Incoterms rule.
- The Sales Contract is concluded when the Seller receives an email from the Buyer containing an unequivocal acceptance of the Order Confirmation, unless the Order Confirmation itself specifies a different moment of conclusion of the Sales Contract. Merely submitting an Inquiry, conducting a telephone conversation or receiving a preliminary quotation does not result in the conclusion of a Sales Contract.
- The Buyer should accept the Order Confirmation within the period specified therein. If no period is specified, the Order Confirmation may be accepted until the end of the second Business Day following the day on which it was sent. After this period has expired, the Seller may confirm that it maintains the offer or present new terms, in particular due to changes in Product availability or Product or transport costs.
- Acceptance of an Order Confirmation subject to any change, addition or limitation of its content does not result in the conclusion of a Sales Contract and shall be treated as a proposal for further negotiations. In such case, the contract shall be concluded only after both parties have unequivocally accepted the final terms.
- The Buyer's general purchasing terms and conditions, purchasing policies, order templates or other standard forms shall not apply to a Sales Contract merely because they are attached to an Inquiry, purchase order, email or other document of the Buyer. Incorporation of such standard terms requires the Seller's express acceptance thereof with respect to the specific transaction.
- The Buyer is obliged to check the contents of the Order Confirmation before accepting it, in particular the Product designation, quantity, unit of measurement, price, currency, delivery address, delivery date and payment terms. Any error identified before the Sales Contract is concluded should be promptly reported to the Seller in order to correct the Order Confirmation.
§ 7. Priority of Documents and Individually Agreed Terms
- In the event of discrepancies between documents relating to a specific transaction, priority shall be given to the individual terms expressly agreed by the parties in the Order Confirmation, followed by the accepted Specification or other attachment to the Order Confirmation, then these Terms and Conditions, and finally the general information posted on the Website.
- If the Order Confirmation specifies a particular Incoterms rule together with a place or port, that rule shall take precedence over the provisions of these Terms and Conditions concerning costs, delivery, transportation and transfer of risk to the extent that such matters are governed by the specified rule.
- An agreed deviation from these Terms and Conditions for one Order shall not constitute an amendment to these Terms and Conditions or result in the application of such deviation to other Sales Contracts.
§ 8. Prices, Taxes, Payments and Invoicing
- Product prices are determined individually. Unless the Order Confirmation provides otherwise, prices are net prices and shall be increased by applicable VAT and other public-law charges if, under applicable regulations, they are payable in connection with the relevant transaction.
- The price may be specified in PLN, EUR or another currency expressly indicated in the Order Confirmation. The Buyer shall make payment in the currency specified for the relevant transaction to the bank account indicated by the Seller on the invoice or in the Order Confirmation.
- Transport costs are determined individually and shall be borne by the party indicated in the Order Confirmation or as resulting from the applicable Incoterms rule. The absence of information on the Website concerning the delivery price does not mean that transportation is free of charge.
- The primary method of payment is bank transfer. The payment deadline is 7 days from the invoice issue date, unless the Order Confirmation provides for prepayment, payment within another period, a credit limit or other individual settlement terms.
- The Seller may make acceptance of a subsequent order, commencement of performance, release of the Product or further performance of the Sales Contract conditional upon payment of overdue amounts, payment of a prepayment, establishment of agreed security or the Buyer remaining within its granted credit limit. This right may be exercised in particular in the event of late payment, exceeding the credit limit or a justified deterioration in the assessment of the Buyer's creditworthiness.
- In the event of the Buyer's delay in payment, the Seller shall be entitled, from the day following the due date, to statutory interest for delay in commercial transactions and compensation for recovery costs on the terms resulting from the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions.
- The Buyer shall not be entitled to set off disputed, not-yet-due or unrecognised claims against the price, unless the right of set-off results from a mandatory provision of law or the Buyer's claim has been confirmed by a final and binding court judgment.
- The Seller shall issue invoices and make them available in accordance with the regulations applicable at the time the invoicing obligation arises, including through the National e-Invoicing System (KSeF), where applicable to the transaction. Where permissible and necessary, a copy or visualisation of the invoice may additionally be sent to the email address provided by the Buyer.
§ 9. Product Availability and Performance of the Contract
- Performance of the Sales Contract depends on the availability of the Product confirmed for the specific transaction. The Seller plans availability based on inventory levels, contracted deliveries, production, logistics and other circumstances relevant to professional trade in Products.
- If, after the Sales Contract has been concluded, an obstacle arises which, under applicable law or the Contract, is not attributable to the Seller and prevents the timely performance of all or part of the delivery, the Seller shall inform the Buyer of its impact on the expected delivery date and, where possible, propose a new date, partial delivery or another solution.
- The Seller shall not replace the agreed Product with another product or a Product with a different Specification without the Buyer's prior consent. Consent may be given by email.
- Partial delivery is permitted if provided for in the Order Confirmation or accepted by the Buyer. In such case, each delivered part may be invoiced separately unless the parties agree otherwise.
- The Seller may entrust logistical, warehousing, transportation and other ancillary activities to professional subcontractors.
§ 10. Delivery, Transportation, Self-Collection and Transfer of Risk
- The Seller arranges deliveries of Products within Poland and other European countries in accordance with the terms of the relevant Sales Contract. Delivery may be performed by a Carrier or by self-collection by the Buyer.
- The delivery dates indicated on the Delivery page of the Website are indicative. For a specific Sales Contract, the relevant date or time window is the one specified in the Order Confirmation. The date may depend on receipt of prepayment, provision of data required for delivery notification, availability of an unloading slot, Carrier operations, border formalities or other conditions specified for the relevant delivery.
- If the delivery is organised by the Seller and neither the Order Confirmation nor the applicable Incoterms rule provides otherwise, delivery of the Product shall take place when the shipment is entrusted to the Carrier for delivery to the Buyer. At that moment, the benefits and burdens associated with the Product, as well as the risk of accidental loss or damage, shall pass to the Buyer, subject to liability arising from mandatory provisions of law and the Carrier's liability.
- If the Order Confirmation provides for delivery on terms resulting in the transfer of risk at another time, in particular by specifying the applicable Incoterms rule, the individual terms shall prevail.
- In the case of self-collection, delivery of the Product and transfer of risk shall take place when the Product is made available and handed over to the Buyer, its driver or a Carrier acting on its behalf at the agreed collection location.
- In the case of self-collection, the Buyer shall provide, within the time necessary for delivery notification, the information required by the warehouse or loading location, in particular the driver's details, vehicle registration number and expected arrival time. The Seller may refuse to load a vehicle that does not meet the legal, sanitary, technical or safety requirements applicable to the transportation of the relevant Product.
- The Buyer shall ensure efficient collection and unloading at the delivery location, including access for an appropriate type of vehicle, personnel and equipment required for unloading, unless the Order Confirmation provides otherwise. Costs arising from an unjustified refusal to accept delivery, inability to unload, waiting beyond the agreed time window or the necessity of redelivery may be charged to the Buyer to the extent corresponding to the actual and reasonable costs incurred.
- After dispatch of the shipment, the Seller may provide the Buyer with information enabling delivery tracking if such information is made available by the relevant Carrier. The technical inability to track a shipment does not constitute a defect in the Product or an independent basis for withdrawal from the Sales Contract.
§ 11. Buyer's Obligations Upon Receipt
- Upon receipt, and in professional trade also at the time and in the manner customarily accepted for the relevant type of Product, the Buyer is obliged to inspect the condition of the shipment, the consistency of the number of packages or pallets with the transport document, visible damage to packaging and other irregularities that can be identified.
- In the event of visible damage, shortage, damaged packaging, signs of water damage, contamination or another transportation irregularity, the Buyer should notify the Carrier of its reservation upon receipt and arrange for a damage report or an appropriate note to be made on the consignment note or CMR document, if applicable.
- The Buyer should take photographic documentation of the condition of the shipment, packaging, batch identification and the identified irregularity, where this is possible without causing disproportionate inconvenience.
- The absence of reservations in the transport document may be taken into account when assessing whether damage was transport-related and when it occurred; however, it does not exclude the possibility of submitting a complaint within the applicable period concerning a hidden defect that could not reasonably have been identified upon receipt.
- After the transfer of risk, the Buyer is obliged to store and transport the Product in accordance with the requirements arising from applicable regulations, markings, Product documentation and the characteristics of the relevant food product.
§ 12. Product Complaints and Exclusion of Statutory Warranty
- The parties, acting in business-to-business trade, pursuant to Article 558 § 1 of the Civil Code, fully exclude the Seller's statutory warranty liability (rękojmia) for defects in Products, subject to Article 558 § 2 of the Civil Code. The complaint procedure specified in these Terms and Conditions is contractual in nature and does not restore the excluded statutory warranty rights.
- Complaints concerning the quantity, type of Product, packaging or damage visible upon receipt must be submitted to info@keyfoods.pl no later than 3 Business Days from the date of receipt. If the irregularity concerns transportation, the complaint should, where possible, be accompanied by the transport document containing a reservation, a damage report and photographic documentation.
- A complaint concerning a quality non-conformity or another irregularity that could not, despite due care, have been identified upon receipt must be submitted by the Buyer no later than 3 Business Days from its discovery. The complaint should be submitted before further processing, mixing, repackaging, resale or consumption of the affected batch to the extent that such action would prevent a reliable assessment of the complaint, unless food safety requirements or mandatory provisions of law require a different course of action.
- The complaint should include the invoice number or Order Confirmation number, identification of the Product and affected batch, quantity covered by the complaint, description of the non-conformity, date on which it was identified and, if available, photographic documentation and documents enabling assessment of the non-conformity. At the Seller's request, the Buyer shall provide a representative sample of the affected batch to the extent reasonably necessary for assessment or testing.
- Until the complaint assessment has been completed, the Buyer should, where possible and consistent with food safety requirements, secure the affected portion of the Product, packaging and batch markings and not destroy them without prior agreement with the Seller. The Seller may inspect the Product or commission testing thereof.
- The Seller shall generally review a complete complaint within 14 days. If, due to the need to conduct laboratory tests or obtain a position from the manufacturer, warehouse, Carrier or insurer, this period cannot be met, the Seller shall inform the Buyer of the reason and the expected date of completion of the complaint procedure.
- If a complaint is accepted, the Seller may, depending on the nature of the non-conformity and after agreeing feasible logistics, replace the Product, make up the quantity shortage, reduce the price of the relevant part of the delivery, issue a corrective document or refund the price paid for the affected part of the Product. The choice of remedy should take into account the nature of the non-conformity, the possibility of reusing the Product and the proportionality of costs.
- Return of the Product to the Seller requires prior agreement on the place, date and method of return. Sending the Product back without prior agreement does not impose on the Seller an obligation to accept it or cover transportation costs.
§ 13. Seller's Liability
- The Seller shall be liable for non-performance or improper performance of the Sales Contract in accordance with mandatory provisions of law and these Terms and Conditions, taking into account the professional nature of the parties and the agreed allocation of risks.
- The Seller shall not be liable for deterioration in quality, loss of suitability, contamination or another change to the Product occurring after the transfer of risk as a result of improper transportation arranged by the Buyer, improper storage, damage to packaging, use contrary to the intended purpose, processing, mixing with other goods or failure to comply with requirements arising from the marking, Specification or applicable regulations.
- To the extent permitted by law, the Seller shall not be liable for the Buyer's loss of profits, loss of contracts, loss of production, downtime, loss of revenue or other indirect or consequential damages, unless the damage was caused intentionally.
- To the extent permitted by law, the Seller's total liability for damages related to a specific Sales Contract shall be limited to the net value of the part of the delivery directly associated with the event giving rise to liability. If such part cannot reasonably be identified separately, the limit shall be the net value of the entire Sales Contract.
- The limitations of liability shall not apply to damage caused intentionally or to any other extent in which exclusion or limitation of liability is impermissible under mandatory provisions of law.
- The provisions of these Terms and Conditions do not exclude the Seller's obligations arising from mandatory provisions concerning food safety, product recalls, traceability, market surveillance or other public-law obligations.
§ 14. Force Majeure and Extraordinary Disruptions
- A party shall not be liable for a delay or failure to perform an obligation to the extent that it is the direct result of an event beyond its reasonable control, the effects of which it could not have prevented by exercising the due care appropriate to a professional, hereinafter referred to as "Force Majeure".
- Force Majeure may include, in particular, war, armed conflict, riots, terrorist acts, natural disasters, large-scale fires, floods, prolonged failures of critical infrastructure, general strikes, decisions of public authorities preventing delivery, sudden closure of borders, embargoes, import or export bans and other comparable events, provided that they meet the conditions specified above.
- The party invoking Force Majeure should inform the other party of the event and its expected impact on the performance of the Sales Contract within a reasonable period after becoming aware of the event and take reasonable measures to mitigate its effects.
- If Force Majeure prevents performance of a material part of the Sales Contract for more than 30 days, either party may terminate the unperformed part of the Sales Contract by a statement sent to the other party by email. Such termination shall not affect settlements relating to services properly performed previously.
§ 15. Legal Compliance, Sanctions and International Trade
- Each party is obliged to perform the Sales Contract in compliance with the laws applicable to its activities and the relevant transaction, in particular regulations concerning trade in food products, taxes, customs duties, import and export restrictions and economic sanctions.
- The Buyer represents that, to the best of its knowledge, entering into and performing the Sales Contract does not result in a violation of sanctions applicable to the Seller under European Union law, Polish law or other regulations legally applicable to the specific transaction.
- The Seller may request information or documents necessary to verify the transaction party, end recipient, destination country, delivery route or another circumstance relevant to the compliance of the transaction with sanctions, customs or trade regulations.
- The Seller may suspend performance or refuse to perform an action if doing so would violate applicable regulations or expose the Seller to liability related to sanctions, trade restrictions or a prohibition on trade. The Seller shall inform the Buyer of such suspension to the extent that providing such information is permitted by law.
- Unless the Order Confirmation or applicable Incoterms rule provides otherwise, each party shall be responsible for obtaining permits, registrations and documents which, under applicable law, are its responsibility due to its role in the transaction, place of establishment, place of import or destination of the Product.
§ 16. Rights to the Website and Confidentiality of Commercial Terms
- Rights to the Website, its layout, marks, materials, descriptions, photographs, graphic elements and other content belong to the Seller or entities from which the Seller has obtained the relevant rights. Use of the Website does not result in the transfer of any intellectual property rights to the User.
- The User may use Website content to the extent necessary to familiarise itself with the Seller's offer and conduct commercial negotiations. Use of materials for any other purpose, in particular systematic copying, distribution or use in competing business activities, requires a legal basis or the consent of the rights holder.
- Individual prices, discounts, credit terms, logistical terms and other non-public commercial arrangements provided to the Buyer may constitute the Seller's trade secrets. The Buyer should not disclose them to third parties other than employees, contractors, advisers, financiers and insurers who need such information to conclude or perform the transaction and who are obliged to maintain its confidentiality, or except where disclosure is required by law.
§ 17. Personal Data
- The controller of personal data processed in connection with operating the Website, handling Inquiries and the Seller's own sales process is KEY FOODS sp. z o.o. Detailed information concerning the principles of data processing, legal bases, retention periods and the rights of data subjects is set out in the Privacy Policy available on the Website.
- The Seller has appointed a Data Protection Officer. This function is performed by Łukasz Kiernicki. The Data Protection Officer may be contacted at iodo@keyfoods.pl or by post at the Seller's registered office, marked "Data Protection Officer".
- Information concerning the use of cookies and technologies necessary for the operation of the Website is contained in the separate Cookie Policy available on the Website.
§ 18. Assignment, Notices and Amendments to the Terms and Conditions
- The Buyer may not, without the Seller's prior consent, transfer to a third party any rights or obligations arising from a Sales Contract if such transfer would result in a change of the counterparty responsible for payment or increase the performance risk under the Contract. This provision does not restrict an assignment whose prohibition would be impermissible under a mandatory provision of law.
- The Seller may assign a monetary receivable arising from a Sales Contract to a third party, in particular a bank, factor or receivables insurer, unless the parties have expressly agreed otherwise.
- Notices relating to the performance of the Sales Contract may be sent to the email addresses used by the parties during negotiations or indicated in the Order Confirmation. A party should inform the other party of any change in contact details relevant to the performance of the Contract.
- The Seller may amend these Terms and Conditions for important reasons, in particular in the event of changes in law, the manner in which the Website operates, the sales process, delivery methods, the Seller's details, or the need to remove ambiguities or adapt the document to organisational changes. Any amendment to these Terms and Conditions shall be published on the Website together with the version date.
- An amendment to these Terms and Conditions shall not affect the content of a Sales Contract concluded before the amendment enters into force, unless the parties expressly agree to apply the new version. The version of the Terms and Conditions made available to the Buyer before conclusion of the relevant Sales Contract shall apply to that Sales Contract.
- As part of the sales process, the Seller may send the Buyer the Terms and Conditions as an email attachment or provide a link enabling them to be saved. By accepting the Order Confirmation after the Terms and Conditions have been made available, the Buyer confirms that it had an opportunity to familiarise itself with their content before concluding the Sales Contract.
§ 19. Governing Law, Jurisdiction and Final Provisions
- These Terms and Conditions, the use of the Website and Sales Contracts shall be governed by Polish law.
- With respect to international Sales Contracts, the parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980, known as the CISG.
- Any disputes arising out of or in connection with these Terms and Conditions or a Sales Contract shall be subject to the jurisdiction of Polish courts. To the extent that the law permits the contractual determination of territorial jurisdiction, the parties submit the dispute to the common court having territorial jurisdiction over the Seller's registered office.
- Before bringing a matter before a court, the parties should attempt to resolve the dispute through direct negotiations conducted by persons authorised to make commercial decisions, provided that the nature of the matter permits such an attempt without the risk of losing a deadline, security or other right.
- If any provision of these Terms and Conditions is found to be invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. Such provision shall be replaced by a solution that complies with the law and is as close as possible to the economic purpose of the original provision.
- These Terms and Conditions have been prepared in the Polish language. If the Seller makes a translation available in another language, in the event of discrepancies in meaning, the Polish version shall prevail unless the parties expressly agree otherwise for a specific Sales Contract.
- These Terms and Conditions enter into force on 5 August 2026.