• These General Terms and Conditions of Sale (hereinafter referred to as the GTC) shall be applicable to any sale and service agreements concluded between MGM Pharma Sp. z o.o. with its registered office in Łódź (address: ul. Łąkowa 19, 90-554), conducting its economic activity on the basis of the entry in the Register of Enterpreneurs kept by the District Court for the City of Łódź – Łódź Śródmieście, 20^th Division of National Court Register, under the KRS Number: 0000526185, Tax Indentification Number: 7272793811, hereinafter referred to as the Seller, and other entities hereinafter referred to as the Buyer.
• The Parties may withdraw from the provisions of the GTC or amend them upon ”individual agreement(s)”, drawn up in writing. The conclusion of such agreements shall result in excluding given provisions of the GTC, in place of which the amended provisions shall be applicable.
• Any entity purchasing from the Seller shall be subject to the provisions of the GTC. General terms of sale/purchase or delivery of the Buyer shall not be applicable. The GTC are available on: www.mgmpharma.pl and in the registered office of the Seller. Furthermore, the Buyer shall be given the GTC no later than upon the moment of the first delivery.
• The Buyer shall give consent for its personal data to be processed by the Seller for the purpose of issuing invoices, keeping commercial statistics, or product marketing under the Data Protection Act, 1997. The Buyer shall also give consent to be given commercial information by electronic means, in particular e-mail, under the Act on Rendering Electronic Services, 2002).

• Notices, advertisments and catalogues including goods and services provided by the Seller shall not constitute a commercial offer as defined by the provisions of the Civil Code and shall be deemed an invitation to place an order only.
• Any technical information on goods obtained from catalogues, brochures and other advertising materials presented by the Seller shall be only indicative information and shall be binding within the scope approved of by both Parties.
• Quantity information shall always be provided with the wording „circa”. Any deviations resulting from technical reasons arising from safety or filling processes within +/- 10% shall be deemed in accordance with the agreement. Quantity deviations shall be accordingly marked on the issued invoices, or correcting invoices.
• The order should be be drawn up in one of the following acceptable forms: company message by e-mail, fax, regular mail, an order placed in person in writing.
• The order should include: information on the Buyer, personal data of a person placing the order, full name of the product, service, discount, offer number which constitutes the basis for performing the order, and also (if performed with delivery), a proposed delivery date.
• Any amendments or supplements to the order shall require proceedures described in item 4.
• Confirmation of acceptance of the order by the Seller, or the invoice issue shall be equal to entering into an agreement under the terms and conditions of the order and the GTC.

• Offers and other advertising materials shall include net prices of the products and goods provided by the Seller. Due Value Added Tax is added to the prices according to rates valid on the invoice date.
• Prices may vary depending on the number of items ordered by the Buyer and on other sale conditions, settled individually by the Parties.
• The price is increased by Value Added Tax, payable following the delivery by the wire transfer to the account of the Seller within the date specified in the invoice if not provided otherwise.
• In the event that the Buyer fails to timely pay any receivables to the Seller, the Seller, except any other rights under sale agreements, the GTC and statutory regulations, shall have the right to promptly hold the delivery of goods and to withdraw from performing consecutive orders until all receivables along with statutory interests are settled. Until all amounts are paid off, the goods, despite the goods being released from the warehouse, shall remain the property of the Seller.
• The seller reserves the right to demand from the Buyer – prior to fulfilling the current order – to establish a security for the payment in the following form: blank promissory note without protest, bank guarantee, insurance guarantee or a letter of credit. Failure to do so shall free the Seller from the obligation to perform the current order.
• The Buyer may compensate for receivables only with written consent of the Seller if the Buyer has indisputable or set claims against the Seller.
• In the event of any facts and circumstances proving significant deterioration of financial situation of the Buyer, the Seller shall have the right to claim the payment in cash prior to the delivery of goods even despite being decided otherwise, and to demand to promptly pay any other receivables, not being due and payable, arising from previous deliveries to the same Buyer.

• There shall be the following payment methods for the order or for paying a deposit:
  • pre-payment by bank transfer to the account of the Seller
  • by bank transfer within the date settled individually with a Client and in accrodance with the issued invoice
• Buyers who place an order for the first time shall not have the right to make payments with deferred terms of payment. The Buyer shall be given this right after at least two transactions which have been timely paid off.

• All goods shall be released in the warehouse of the Buyer. The Buyer shall be obliged to collect the goods no later than 30 days from the date of notification that the goods are ready for receipt, by phone, e-mail or text message.
• In the event of a failure to timely collect the goods the Seller shall have the right to charge the Buyer with a fee for storing the goods, which shall not exclude the right of the Seller to rescind from the Agreement and to claim the remaining amount of damages.
• The Seller may deliver the goods to the address specified in the Order, with the use of services by forwarding companies which the Seller cooperates with or by forwarding companies specified by the Buyer. This information shall be included in the Order.
• Delivery date specified in the Confirmation shall be indicative and may be changed. In particular, delivery date may be prolonged by a period caused by force majeure (defined as extraordinary, unforseeable events on which the Seller has no influence and for which the Seller bears no responsibility such as: flood, fire, gale, strike, acts by national authorities etc.). The above shall also be applicable in the event of any delays caused by force majeure influencing the suppliers of the Seller.
• In the event that the Seller fails to timely deliver the goods, the Buyer shall be obliged to set an additional delivery date and may rescind from the Agreement in the event of an ineffective expiration of this term. The Buyer may claim damages for an event of default after expiration of the aforesaid term only if the delay arises from the Seller, or his cooperants.

• The Seller shall reserve the property right to the delivered goods until all receivables under the Agreement arising from goods delivery agreement(s), along with interest on late payments, contractual penalties, payments and recovery costs, are settled by the Buyer.
• The Buyer shall not have the right to encumber or dispose of the subject of sale until all aforesaid receivables are settled.
• The Buyer shall be obliged to promptly inform the Seller on any case of loss, attachment, destruction, or damage to the subject of sale.

• Goods are delivered in returnable or non-returnable packaging. The latter shall be the property of the Seller unless the Parties provide otherwise.
• The Buyer, who kept the goods in returnable packaging being the property of the Seller, shall be obliged to return them at his own cost in a fit state allowing for normal wear and tear, within the date and to the place specified in the relevant invoice in returnable packaging.
• In the event that packaging is not returned within the set term, or if the packaging is damaged, or chemically contaminated, the Seller shall be entitled to issue a proper invoice to the Buyer, covering the sale of the packages, in accordance with the value equal to the market price of packaging. The Buyer shall be thus obliged to pay for such packaging, acquiring the right to possess this packaging upon making a payment.

• Benefits and charges related to the goods and the danger of their accidental loss or damage shall be transferred from the Seller to the Buyer upon delivery of the goods; also when the goods are delivered in batches. If the delivery takes place with the participation of a forwarding company indicated by the Buyer, in accrodance with § 5 item 3, the danger of accidental loss or damage to the goods shall be tranferred to the Emplyer upon entrusting the goods to the forwarding company.
• In the event of a delay of delivery on demand of the Buyer, or for the reasons for which the Buyer bears responsibility, the responsibility for the goods shall be transferred from the Buyer to the Seller upon the day when the goods are ready for shipment.

• The return of goods may be performed solely and exclusively following settlements and written acceptance of the Seller. The returned goods must be non-used, non-damaged, free from defects and in original packaging.

• The Buyer shall be liable to examine the goods in a way approved of for a given type of product, immediately after purchasing the goods, prior to using, or reselling them.
• In the event of any quality faults in a form of results exceeding limits included in quality specifications or analytical certificates attached to the goods, the Buyer shall have the right to make a complaint in writing immediately after they are found, yet no later than within 14 days from the moment thereof, yet no later than within three months from the purchase date. The letter of complaint should be supplemented with documents confirming its grounds, including the original VAT invoice, relevant to the purchase. In the event of a quantity complaint the Buyer shall be obliged to provide the Seller with the delivery protocol, signed by a forwarding company.
• The liability of the Seller for faults of the goods shall be limited under article 588 § 1 of the Civil Code to:
  • exchange of goods for those of free from defects
  • price reduction
  
  
  in accordance with the choice of the Buyer. Other claims of the Buyer arising from faults of the goods are excluded. The price should be lowered by such a ratio whereas the goods free from defects remain towards their value calculated with regard to the existing faults. The aplication of the aforesaid warranty shall exclude further claims, including claims for damages.
• The liability of the Seller for damage shall be solely limited to faults which were existent in the subject of sale upon the release of the goods to the Buyer.
• If only a part of delivered and sold goods is damaged and these items can be separated from the items free from defects, the Buyer`s warranty claims shall be limited to faulty items only.
• The Seller shall be obliged to deal with the letter of complaint within 14 days from the date of its receipt, unless extraordinary circumstances make it impossible to do so.
• The condition of accepting the complaint is due protection of the goods and their shipment prior to written notification of the Seller and leaving the goods in the same packaging as used while transported to the Buyer.
• If the complaint documentation is incomplete, the complaint procedure shall be suspended and the Seller shall notify the Buyer to make it complete within 5 days from the date of receipt of the letter. If the Buyer fails to do so, the complaint shall not be deemed recognized.
• Making a complaint shall not authorize the Buyer to suspend payments for the purchased goods.
• The Seller shall not be liable for damages caused while unloading the goods. Upon accepting this complaint procedure, the Buyer shall withdraw from exercising his right to set off his claims.
• The application of the aforesaid warranty, subject to all mandatory provisions of law, shall exclude further claims by the Buyer, including claims for damages for damage arising from the use of the goods, except the damage caused intentionally or arising from gross negligence of the Seller.

• Any disputes that may arise between the Parties from the performance of the Agreement, whose contents are costituted by the provisions of the GTC, shall be settled by the court having jurisdiction over the Seller`s registered office.
• The Buyer provides that all information provided is up to date and accurate and that he shall place orders only when he has sufficient means, necessary for a due performance of particuar sale agreements. The Buyer shall be obliged to promptly inform the Seller on any change of the registered office, or delivery addressess. Failure to to do so shall make the delivery to the addressess specified in the order(s), or concluded agreements deemed to be duly served.
• In the event of a necessity to assert claims by means of law proceedings, the Seller shall be entitled to charge the Buyer with costs and payments for debts collection or court proceedings.
• In issues not governed by the provisions of the GTC, the provisions of Polish law, particularly of the Civil Code, shall be applicable.
• Failure to familiarize with the GTC of the Seller by the Buyer shall not free the Buyer from the obligation to comply with them.
• These terms and conditions shall be effective from the 1^st March 2016 and shall be applicable to any sale and delivery agreements entered into from the date hereof.