Seller: True Trade Sp. z o.o. , a company incorporated under the laws of Poland, with its registered office at Dluga 29, 00-238 Warsaw, Poland, NIP: 5253005409, KRS: 0001109400 (“Seller”).

Buyer: any natural person or legal entity that places an Order with Seller (“Buyer”).

Date: 25.09.2025

1. Scope and applicability

1. These General Terms & Conditions of Sale (“T&C” or “OWS”) govern all offers, confirmations, sales and deliveries of goods (“Goods”) by Seller unless otherwise agreed in a written agreement signed by authorised representatives of the parties.
2. These T&C apply to business-to-business (B2B) sales. Terms proposed by Buyer that are inconsistent with these T&C are expressly rejected unless Seller expressly agrees in writing.

2. Definitions

• Order — Buyer’s purchase order or Seller’s written order confirmation.
• Delivery Date — the date specified in the Order or confirmation when Seller will deliver the Goods.
• Product Specification — the description, quality and certificate provided by Seller.

3. Offer, order and contract formation

1. Offers are non-binding. A contract is formed only upon Seller’s written order confirmation.
2. Seller may accept orders in whole or in part and may attach reasonable conditions.

4. Prices and payment

1. Prices are exclusive of VAT, customs duties, taxes and freight unless expressly stated.
2. Payment terms are as set out in Seller’s invoice. If no payment term is agreed, payment shall be due within 14 calendar days from invoice date, in cleared funds to Seller’s bank account.
3. Overdue amounts shall bear statutory interest for late payment under Polish law and Seller may suspend further deliveries until payment is received.
4. Buyer shall not set off any amounts due to Seller against any claims without Seller’s prior written consent.

5. Delivery, transport and transfer of risk

1. Delivery Incoterms shall be as agreed in the Order and otherwise interpreted according to Incoterms latest edition.
2. Risk of loss or damage to the Goods passes to Buyer upon delivery to the carrier at Seller’s premises except where different Incoterm applies.
3. Where Seller arranges carriage, Buyer must inspect the Goods in the presence of the carrier at the time of delivery.

6. Transport damage and claims (mandatory Seller policy)

1. Immediate inspection requirement. Buyer must inspect the shipment upon delivery and, in case of visible damage, note the damage on all transport documents (CMR/waybill/delivery note) and obtain the carrier’s signature and comments.
2. Photographs. For any visible transport damage Buyer must take at least three (3) photographs from unloading showing (i) external packaging; (ii) intermediate packaging; and (iii) actual damaged Goods (or damage context), and attach them to the damage report.
3. Damage protocol. Buyer shall complete a written damage protocol (“Protocol”) signed by the Buyer’s receiving person and the carrier’s representative at delivery. Submission of the Protocol does not constitute a final claim but is a pre‑condition for some carriers’ claims procedures.
4. Claim deadlines. All claims regarding quantity discrepancies, obvious defects or visible transport damage must be notified by Buyer to Seller in writing within 3 (three) calendar days from the date of delivery. Claims for hidden defects (i.e., defects not reasonably discoverable at delivery) must be notified in writing within 7 (seven) calendar days from discovery, but no later than 14 days from delivery. Failure to comply with these notice periods shall constitute Buyer’s waiver of such claims.
5. Required documentation. A claim must include: (a) Order and delivery references (invoice, delivery note); (b) Protocol and carrier signature; (c) at least three photographs; (d) weight/piece counts where relevant; (e) samples (if requested by Seller) stored under proper conditions pending Seller’s inspection.
6. Seller shall be entitled to inspect the Goods or receive requested samples prior to any disposal or treatment by Buyer; Buyer must preserve evidence and samples for Seller’s inspection for a reasonable period.

7. Quality, specifications and warranty

1. For perishable food ingredients, Seller’s warranty is limited to conformity at delivery and to the stated shelf‑life and storage conditions. Seller provides no guarantee for Goods stored or handled contrary to Seller’s instructions.
2. Seller’s sole obligation for proven non‑conformity shall be, at Seller’s option, replacement of the non‑conforming Goods or price reduction. In no case shall Seller be obliged to accept return of Goods without prior written agreement.
3. Any further warranty (express or implied) is expressly excluded to the fullest extent permitted by law.

8. Buyer obligations

1. Buyer shall store, handle and use the Goods in accordance with Seller’s instructions, applicable food safety and storage standards (e.g., HACCP) and applicable law.
2. Buyer shall ensure that supply chain documentation, traceability and labelling requirements are maintained and that Goods are not sold under conditions that could breach food safety rules.
3. Buyer shall not resell Goods to markets or customers that are restricted by applicable trade sanctions or export controls.

9. Certificates, conformity and documentation

1. Seller may supply certificates (e.g., certificate of analysis,  allergen declaration) if agreed in the Order. Such certificates reflect sample results and do not constitute a warranty beyond the agreed specification.
2. Buyer is responsible for obtaining any import permits, licences and clearance and for compliance with local food regulations in Buyer’s territory.

10. Retention of title

1. Title to the Goods shall remain with Seller until Seller has received full payment of all amounts due under the relevant contract (including interest and costs). Until such payment Buyer shall hold the Goods as bailee and must store them separately, mark them as Seller’s property and not pledge or otherwise encumber them.
2. In case of Buyer’s breach (including non-payment) Seller shall be entitled to enter Buyer’s premises to recover unpaid Goods.

11. Limitation of liability and indemnity

1. Except for liability for willful misconduct (intent) or gross negligence, Seller’s aggregate liability arising out of or relating to the contract is limited to direct proven damages and shall in no event exceed the net value paid by Buyer for the affected Goods under the relevant Order.
2. Seller shall not be liable for indirect, consequential, special or punitive damages (including loss of profit, loss of production, business interruption, claims from third parties) even if Seller was advised of the possibility of such damages.
3. Buyer shall indemnify and hold Seller harmless from and against all third‑party claims arising from Buyer’s handling, storage, processing, labelling, distribution or resale of the Goods (including breaches of food law, traceability obligations and recall costs) unless such claims arise solely from Seller’s proven gross negligence or willful misconduct.

12. Product recall and cooperation

1. If Seller reasonably believes Goods present a health or safety risk, Seller may (i) require immediate suspension of sale/use by Buyer; (ii) require return of affected Goods; and (iii) coordinate a recall. Buyer shall fully cooperate, promptly provide traceability data and comply with Seller’s instructions.
2. Costs associated with recalls caused by Buyer’s breach (e.g., improper storage, incorrect labelling, onward sale to unauthorized markets) shall be borne by Buyer.

13. Force majeure

Seller shall not be liable for delay or failure in performance caused by events beyond its reasonable control (including natural disasters, strikes, war, pandemics, shortages of raw materials, transportation disruptions, government measures). In such events Seller may suspend performance or terminate the Order in whole or in part without liability.

14. Termination

1. Seller may terminate or suspend performance if Buyer fails to pay, becomes insolvent, breaches these T&C or if continuation of the Order would be unlawful.
2. Termination shall be without prejudice to accrued rights and remedies of either party.

15. Confidentiality

The parties shall keep confidential all commercially sensitive information received in connection with the contract and shall not disclose it to third parties except as required by law.

16. Sanctions and export controls

Buyer represents that neither it nor its beneficial owners nor its customers are subject to sanctions or embargoes that would prohibit performance. Buyer shall not use Goods in breach of applicable sanctions or export control laws.

17. Data protection

Parties will process personal data in accordance with applicable data protection laws. Seller may process Buyer’s contact and commercial data for performance and marketing purposes in accordance with Seller’s privacy policy.

18. Notices

All notices shall be in writing and sent to the addresses specified in the Order or Seller’s invoice and shall be deemed received upon delivery to the recipient.

19. Governing law and jurisdiction

These T&C and any contract between the parties shall be governed by and construed in accordance with the laws of the Republic of Poland. Unless otherwise agreed, the parties submit to the exclusive jurisdiction of the common courts of Poland.

20. Miscellaneous

1. Any amendments to these T&C shall be in writing. Waiver of any right shall not be effective unless in writing.
2. If any provision of these T&C is invalid, illegal or unenforceable, it shall be severed and the remaining provisions remain in force.

End of document.