§1 GENERAL PROVISIONS

• 1. These General Terms of Sale (hereinafter referred to as "GTS") apply to all sales and service agreements concluded between MGM Pharma Spółka z ograniczoną odpowiedzialnością Sp.j. with its registered office at 95-070 Rąbień ul. Aleksandrowska 42, conducting business activity based on the entry in the register of entrepreneurs maintained by the District Court for Łódź-Śródmieście in Łódź, XX Division of the National Court Register under the number KRS 0000899472, NIP 727-279-38-11, hereinafter referred to as the Seller, and contractors being entrepreneurs within the meaning of Article 4(1) of the Act of March 6, 2018, Entrepreneurs Law (Journal of Laws 2024.236 as of February 21, 2024), hereinafter referred to as the Buyer.
• 2. These GTS constitute an integral part of sales agreements concluded both in traditional written form and in the form of online orders (email) or telephone orders by the Seller and the Buyer. The parties may deviate from or modify the provisions specified in the GTS by means of an "individual agreement" concluded in writing. The conclusion of such an agreement results in the exclusion of the relevant provisions of the GTS, which are replaced by the appropriately modified contractual provisions.
• 3. The Buyer's acceptance of the General Terms of Sale occurs explicitly through the submission of an appropriate statement in any form, in particular by confirming the submission of an order by the Buyer. Furthermore, the General Terms of Sale are considered accepted by the Buyer if, after their transmission or indication by the Seller, the Buyer explicitly or implicitly confirms the intention to execute a sales agreement with the Seller, including, but not limited to, confirming the order for execution via email.
• 4. The lack of acceptance of these GTS by the Buyer prevents the execution of the order and the agreement, for which the Seller bears no responsibility.
• 5. Any entity making purchases from the Seller is subject to the GTS, which constitute an integral part of the agreement concluded between the Seller and the Buyer. These GTS exclude the application of other standard contractual templates (general terms of agreement, terms of sale, contract templates, regulations, etc.) used or established by the Buyer.
• 6. In the event of discrepancies between sales documents in the form of, in particular, regulations or identical GTS of the Buyer and these GTS, the terms of sale agreed upon contractually by the parties shall prevail. In the absence of such agreements, the GTS of the Seller shall take precedence.
• 7. In the event of the Seller and the Buyer entering into subsequent sales agreements, in particular, the Buyer placing subsequent orders, unless the parties explicitly decide otherwise in writing, these General Terms of Sale shall apply to such agreements and orders without the need for the Buyer to confirm acceptance of their content each time, whereby the Buyer acknowledges that the content of the General Terms of Sale may be unilaterally modified by the Seller and that the General Terms in their current version available at http://www.mgmpharma.pl/ogolne_warunki_sprzedazy on the day of the agreement conclusion or order placement shall apply.
• 8. The GTS are available on the website www.mgmpharma.pl and at the Seller's registered office. Furthermore, the Buyer receives the GTS at the latest at the time of the first delivery in electronic form (email) or in written form.
• 9. The Buyer consents to the processing of their personal data by the Seller for purposes including, but not limited to, invoicing, sales statistics, and marketing of products and services in accordance with the Act of May 10, 2018, on Personal Data Protection. The Buyer also consents to receive commercial information from the Seller via electronic means, particularly email, in accordance with the Act of July 18, 2002, on the Provision of Electronic Services.
• 10. The GDPR Clause along with the Information Clause and privacy policy is available on the MGM website at: _____

§2 DEFINITIONS
The terms used in these General Terms of Sale mean:

• 1. Seller – MGM Pharma spółka z ograniczoną odpowiedzialnością Sp.j. with its registered office at 90-554 Łódź, ul. Łąkowa 19, conducting business activity based on the entry in the register of entrepreneurs maintained by the District Court for Łódź-Śródmieście in Łódź, XX Division of the National Court Register under the number KRS 0000899472, NIP 727-279-38-11.
• 2. Buyer – a legal entity, an organizational unit without legal personality, and a natural person conducting business activity according to the definition indicated in Article 4(1) of the Act of March 6, 2018, Entrepreneurs Law (Journal of Laws 2024.236 as of February 21, 2024).
• 3. Manufacturer – an entity that is the manufacturer of a specific Raw Material.
• 4. Seller’s Contractor/Supplier – an entity from which the Seller originally directly or indirectly purchased the goods.
• 5. Payment Due Date – the day on which the payment for goods or services becomes due.
• 6. Products – movable items, goods, and services to be sold based on the sales agreement between the Seller and the Buyer.
• 7. Sales Agreement – an agreement concluded based on an order placed and accepted in written or electronic form to the Seller's email address: mgmpharma@mgmpharma.pl, by the Buyer to the Seller.
• 8. Order – an offer to purchase products placed by the Party in writing, by telephone, or by email, containing at least: the name of the ordered product, quantity, Buyer's details necessary for issuing a VAT invoice and company details, contact details, method, date, and place of receipt of the ordered products.
• 9. Confirmation – a written statement from the Party confirming the acceptance of the order, made in the form of an email response or written to the Buyer after its receipt, specifying at least the price of the goods, delivery time, place, and terms of delivery/receipt, and payment terms.

§ 3 OFFER AND ACCEPTANCE  

• 1. Announcements, advertisements, and catalogs regarding the goods offered by the Seller, including those offered on the Seller's website (www.mgmpharma.pl), do not constitute an offer within the meaning of the Civil Code provisions but merely an invitation to submit orders.
• 2. All technical information regarding the goods resulting from catalogs, brochures, and other advertising materials presented by the Seller is indicative and only binding to the extent accepted by both parties.
• 3. Quantity information is always given with the term "approximately." Deviations due to technical reasons dictated by safety or the filling process within +/- 10% are considered compliant with the contract. Quantity deviations are appropriately reflected in the issued invoices or corrective invoices.
• 4. An order should take one of the following accepted forms: company email, fax, traditional letter, or an order placed in person in writing.
• 5. An order should contain: the Buyer's details, including address, personal data and authorization of the person placing the order, exact name of the product, service, promotion, offer number on which it is based, and (if using the delivery option) the proposed delivery date.
• 6. Orders placed by the Buyer must not include modifications to the Seller's offer terms without prior written agreement and confirmation from the Seller, and any such modifications without the Seller's agreement will be considered ineffective and non-binding for the Seller.
• 7. The Buyer is responsible for ensuring that the technical data, quality, and quantity of the material specified in their order or contract meets their needs. If the order does not specify material compliance with a standard or does not contain a description of the required material quality, the ordered goods will be delivered as standard goods, which should comply with the Seller's specifications. In this situation, the Seller is not responsible for any special quality requirements.
• 8. Certificates, declarations of conformity, or other documents confirming the quality of the goods are attached to the delivered goods' delivery documents in copy form. At the express request of the Buyer, made before the shipping date, the Seller may provide the originals of the indicated documents for review.
• 9. Any changes or additions to the order require the use of the form provided in paragraph 4 above.
• 10. Any assurances, promises, and changes to the contract made verbally by the Seller's employees in connection with the conclusion of the sales and service agreement or the submission of an offer are not binding on the Seller.
• 11. Cancellation of an order by the Buyer is only permissible in exceptional situations after prior agreement on the cancellation terms with the Seller. The Seller reserves the right to charge the Buyer for the actual costs incurred up to the point of cancellation, not exceeding the order value.
• 12. Confirmation of the acceptance of the Order by the Seller or the issuance of an invoice by the Seller is equivalent to the conclusion of a sales agreement under the terms specified in the Order and the General Terms of Sale.
• 13. The conclusion of the sales agreement is based on an order placed in writing with the Seller by the Buyer in the manner specified in paragraph 4. The Seller reserves the right to refuse acceptance of the order within 7 days from the date of receipt. Failure to confirm the order within this period is equivalent to the refusal of the order. In case of non-acceptance of the order, the agreement is not concluded. The Seller reserves the right to partially accept the order, about which the Buyer will be informed in writing or by email.
• 14. Changes to the terms of the agreement are valid only with the written confirmation of the Seller and apply exclusively to the specific commercial transaction.

§4 PRICES

• 1. The prices of the products and goods distributed by the Seller shown in the presented offers and other promotional materials are net prices, to which the applicable VAT is added according to the rates in effect on the day the VAT invoice is issued.
• 2. Prices may vary depending on the quantity of goods ordered by the Buyer and other sales conditions individually agreed upon by the Parties.
• 3. Prices provided by the Seller do not include any customs duties or other financial burdens imposed on the Products according to the law applicable to the Buyer's place of business.
• 4. Payment is considered made when the funds are credited to the Seller's bank account.
• 5. The purchase price, increased by VAT, is payable by bank transfer to the Seller's account within the period indicated on the invoice unless otherwise agreed.
• 6. If the Buyer delays payment of any due amounts to the Seller, the Seller, in addition to other rights under the sales contract, the General Terms of Sale, and statutory provisions, has the right to immediately suspend deliveries of products and refuse to fulfill subsequent Orders until all due amounts, including interest, are settled. Until this time, the goods, despite being released from the warehouse, remain the property of the Seller.
• 7. In case of delayed payment, the Seller is entitled to interest for the delay, even if the Seller has not incurred any damage and even if the delay results from circumstances for which the Buyer is not responsible. The Seller is entitled to statutory interest unless a different interest rate is specified in the contract. The obligation to pay interest does not exclude the claim for compensation for damage under general principles.
• 8. The Seller reserves the right to demand from the Buyer, before commencing the execution of the submitted Order, to establish payment security in favor of the Seller in the form of: a blank promissory note with the clause "without protest," a bank guarantee, an insurance guarantee, or a letter of credit. Failure to establish security releases the Seller from the obligation to execute the Order.
• 9. The Buyer may offset receivables only with the written consent of the Seller if they have indisputable or legally binding claims against the Seller.
• 10. Filing a complaint does not release the Buyer from the obligation to make payment for the Products within the agreed period.
• 11. If, after the transaction, facts and circumstances indicating a significant deterioration of the Buyer's financial situation become apparent, the Seller has the right to require cash payment before the delivery of goods, even despite earlier different arrangements, as well as to require immediate payment of other non-due amounts from previous deliveries to the same Buyer.
• 12. The Seller reserves the right to unilaterally increase the price if, after the conclusion of the contract, objective reasons justifying the price increase of the Product occur, which were beyond the Seller's control, such as changes in VAT rates, etc.

§5 PAYMENT TERMS

• 1. The following payment options are available for fulfilling an Order or making a deposit: a) Advance payment by bank transfer to the Seller's designated account. b) Payment by bank transfer within a payment period individually agreed upon with the client and according to the issued invoice.
• 2. Buyers placing their first Order with the Seller are not entitled to deferred payment terms. The Buyer obtains the right to deferred payment after at least two transactions that have been paid on time.
• 3. Payment by the Buyer is considered made when the funds are credited to the Seller's designated account.

 
§6 DELIVERY OF GOODS

• 1. The place of delivery of the goods is the Buyer's warehouse. The Buyer is obliged to collect the goods within 30 days from the date of notification of readiness for delivery via phone, SMS, or email.
• 2. The cost and risk of transporting the Products are borne by the Buyer.
• 3. The risk of damage, destruction, or loss of the Product passes to the Buyer at the moment the Seller hands it over to them.
• 4. The Buyer is required to immediately, but no later than the same day after receiving the Product, verify the conformity of the delivered goods with the order. The Buyer must check the condition of the shipment, as well as the quality, quantity, and assortment of the delivered goods, and promptly (no later than 3 business days) report any discrepancies to the carrier and the Seller by preparing a discrepancy report. The Seller reserves the right to inspect the reported damage at the delivery location.
• 5. If the Buyer exceeds the collection deadline, the Seller has the right to charge a storage fee for the uncollected goods at a rate of 0.2% of the value of the sales contract for each day of storage, and charge this to the Buyer. This does not exclude the Seller's right to withdraw from the contract and seek the remaining compensation amount.
• 6. The Seller may deliver the goods to the Buyer at the address indicated in the Order, using the services of a shipping company with which they cooperate or, at the explicit request of the Buyer, using the services of another shipper. The Buyer should include this information in the Order.
• 7. If the Buyer extends the agreed delivery date or fails to accept the Products, the Seller has the right to charge the Buyer with transportation and storage costs at a rate of 0.1% of the sales value for each day of storage.
• 8. The delivery date specified in the confirmation is approximate and may change. In particular, the delivery date may be extended due to force majeure (defined as extraordinary, unforeseeable events beyond the control of the Seller and for which the Seller is not responsible, such as floods, fires, storms, strikes, acts of government authority, etc.). This also applies in the case of delays caused by force majeure at the Seller's suppliers.
• 9. If the Seller delays the delivery of the goods, the Buyer is obliged to set an appropriate additional deadline, after the ineffective expiration of which the Buyer may withdraw from the contract. The Buyer may seek compensation for the failure to meet obligations after the additional deadline has passed only if the delay was solely due to the fault of the Seller or their collaborator.

§7 RESERVATION OF TITLE

• 1. The Seller reserves ownership of the delivered goods until the Buyer has settled all payments arising from the supply contract, including additional payments such as interest for delay, contractual penalties, fees, and collection costs.
• 2. The Buyer has no right to encumber or dispose of the goods until all the aforementioned payments have been settled.
• 3. The Buyer is obliged to promptly inform the Seller of any instance of loss, seizure, destruction, or damage to the goods.

§8 PACKAGING

• 1. Goods are delivered in either non-returnable or returnable packaging. The latter remains the property of the Seller unless otherwise agreed upon by the Parties.
• 2. The Buyer who received goods in returnable packaging owned by the Seller must return them at their own expense, in a condition no worse than normal wear and tear, within the timeframe and to the location specified on the invoice related to the sale of goods in returnable packaging.
• 3. If the returnable packaging is not returned within the specified period, or if the packaging is returned damaged or chemically contaminated, the Seller is entitled to issue an appropriate invoice to the Buyer, documenting the sale of the packaging at a value corresponding to its market price. The Buyer is then obliged to pay for the packaging, thereby acquiring ownership upon payment.

§9 ACCEPTANCE OF RESPONSIBILITY FOR THE GOODS

• 1. The benefits and burdens associated with the goods, as well as the risk of their accidental loss or damage, pass from the Seller to the Buyer at the moment the goods are delivered to the Buyer, even if delivery is made in parts. If delivery involves a carrier specified by the Buyer in accordance with § 6(6), the risk of accidental loss or damage to the goods passes to the Buyer once the goods are handed over to the carrier.
• 2. In the event of a delivery delay requested by the Buyer or due to reasons attributable to the Buyer, the Seller’s responsibility for the goods transfers to the Buyer on the day the Buyer is ready to send the goods.

§10 RETURNS

• 1. Goods may be returned only after prior arrangement and written acceptance by the Seller. Returned goods must be unused, undamaged, free from defects, and in their original packaging.

§11 WARRANTY

• 1. The Seller provides a 12-month warranty on the sold Product, starting from the date of purchase.
• 2. The Buyer is entitled to warranty rights only based on invoices issued by the Seller and documents confirming receipt of the goods, and only if the rules for using and storing the sold Product, as specified by the Seller, are followed.
• 3. The warranty, excluding quality defects mentioned in §12 of the GTC, covers only defects arising from causes originally inherent in the sold Product. Quality defects referred to in §12(2) of the GTC are not covered by the warranty procedure but only by the procedure specified directly in that paragraph.
• 4. The warranty does not cover defects arising from other causes, particularly those resulting from: differences in quality defects of the goods in the form of results exceeding the limits contained in the quality specification or certificate of analysis attached to the delivered goods; improper use or application of the Product; incorrect selection of the Product for usage conditions; improper maintenance or interference by the Buyer or third parties in the product packaging or the product itself, contrary to the instructions provided by the Warrantor; force majeure.
• 5. The warranty rights, if found justified, are realized through: a. replacement of the product with one free from defects, b. consultation and assistance in contacting the manufacturer, c. if an irremovable defect is found – a refund of the paid price.
• 6. The Buyer loses warranty rights for the Product if the rules mentioned in sections 3 and 4 are violated or if unauthorized interference is found.
• 7. The Seller provides a warranty valid only within Poland. Taking the Product outside Poland results in the loss of the warranty. Warranty replacements will not be performed outside Poland. Any replacements, even within the warranty period, carried out outside Poland will be at the Buyer's expense. If the Buyer wishes for the Seller to perform a replacement outside Poland, such a repair will be charged in full, including parts, labor, travel, and other costs.
• 8. The Seller is not liable for any damages incurred by the Buyer due to non-compliance of the goods with the accompanying documents, particularly regarding the quality certificates of the goods, during and after the warranty period.
• 9. This warranty does not cover lost profits related to defects in the Product or compensation for damages occurring outside the Product.

§12 SELLER’S LIABILITY

• 1. The Buyer is obligated to inspect the goods in a manner appropriate for the type of product immediately upon delivery, before using the product or reselling it.
• 2. In the event of discovering quality defects in the goods, evidenced by results exceeding the limits stated in the quality specification or the analytical certificate provided with the goods, the Buyer has the right to submit a written complaint immediately after detection, but no later than 14 days from the discovery and no later than 3 months from the purchase date. The complaint must include documents confirming its validity, including the original VAT invoice for the purchase of the goods. For quantity complaints, the Buyer is also required to provide the Seller with a delivery receipt protocol signed by the carrier.
• 3.The parties agree that the Buyer’s failure to submit a complaint within the timeframes specified in paragraph 2 means that the goods have been inspected by the Buyer and are free from quality defects.
• 4. The parties acknowledge that the Seller is not the manufacturer of the offered goods. Therefore, the Seller’s liability under the warranty for product defects is excluded.
• 5. The Seller is liable for non-performance or improper performance of the contract, but such liability is limited to actual damages, excluding, in particular, lost profits. The Seller is not liable for any damages resulting from the improper selection of products by the Buyer or a third party, or their improper use or application in a manner inconsistent with their intended purpose, especially regarding improper operation of the product.
• 6. The Seller's liability for damages is limited to defects that existed in the goods at the time of delivery to the Buyer.
• 7. If among the delivered and sold goods, only some are defective and can be separated from non-defective goods, the Buyer’s warranty claims are limited solely to the defective goods.
• 8. The Seller is obligated to consider the complaint within 14 days of receiving it, unless due to specific circumstances, it is impossible to meet this deadline.
• 9. A condition for accepting the complaint is the proper securing of the claimed goods, their shipment following prior written notification to the Seller, and leaving the claimed goods in the packaging in which they were transported to the Buyer.
• 10. If the complaint documentation is incomplete, the complaint procedure is suspended, and the Seller will request the Buyer to complete the deficiencies within 5 days of receiving the letter. Failure to complete the deficiencies within the given deadline results in the complaint being rejected.
• 11. Filing a complaint does not entitle the Buyer to withhold payment for the purchased goods.
• 12. The Seller is not liable for damages caused during the unloading of the goods. By accepting this complaint procedure, the Buyer waives the right to offset its claims.
• 13. Subject to mandatory legal provisions, the parties exclude the possibility for the Buyer to raise claims, including seeking compensation for damages arising from the use of the goods, except for damage caused by the Seller’s intentional fault or gross negligence.
• 14. The Seller is not liable for failure to meet its obligations under the contract if it was caused by reasons beyond its control, which could not have been foreseen at the time of the contract and could not have been avoided (force majeure).
• 15. Force majeure refers to circumstances beyond the parties' control, unforeseeable at the time of contract/order placement, which neither party can prevent, including extraordinary natural phenomena (earthquakes, volcanic eruptions, floods, fires, tornadoes, etc.), epidemics, wars, states of emergency, administrative restrictions, strikes, lockouts, power supply limitations, etc.
• 16. The Seller reserves the right to unilaterally change the order fulfillment date in case of disruptions in the Seller’s current operations caused by force majeure circumstances.
• 17. The Seller’s liability is limited to the purchase value of the claimed goods.

§13 CONFIDENTIALITY CLAUSE

• 1. The Buyer is obligated to keep confidential any non-public organizational, financial, commercially valuable, and trade information obtained under the concluded sales agreement, under penalty of immediate termination of the agreement by the Seller.
• 2. The Buyer agrees to maintain confidentiality and not disclose, in any form, any information concerning the Seller that becomes available to them due to the execution of the agreement and is not intended for public dissemination by the Seller, both during the term of the agreement and after its expiration for a period of 3 years from its execution.
• 3. The Seller’s trade secrets include, in particular, confidential information about clients, trade contacts, client databases, customer and contractor lists, and contract details, as well as information about employees and collaborators, marketing strategy, business development plans, sales reports, applied methods and procedures, technical information, and know-how, business strategies, marketing plans, budgets, accounting, trade reports, legally required reports, and other financial reports, as well as working documentation, correspondence collections, and other records related to clients and cooperating companies, and "internal use information." Internal use information refers to non-public information whose disclosure could affect the market value of the Seller’s company, its clients, and the assets and security of non-client entities.
• 4. The Buyer will not disseminate information whose dissemination could harm the reputation or interests of the Seller or its clients.
• 5. The Buyer acknowledges that they are aware of the criminal liability for acts of unfair competition specified in the Act on Combating Unfair Competition.
• 6. This obligation is governed by Polish law. In particular, the rights and obligations of the parties not explicitly regulated in the obligation are subject to the relevant provisions of the Act on Combating Unfair Competition, the Civil Code, and the Personal Data Protection Act.
• 7. Each party has the right to share information with its subcontractors, representatives, or other persons and entities only after obtaining prior written consent from the other party.
• 8. Notwithstanding paragraphs 1-2 above, the disclosure of confidential information is permissible only by court order or another authorized state body when required by law, provided that the other party is notified in writing in advance and all efforts are made to secure the confidential information in connection with such disclosure.
• 9. Generally accessible information obtained legally from third parties and information independently developed by the other party are not subject to confidentiality.
• 10. The Buyer agrees to make every possible effort to prevent the disclosure of any confidential information regarding the Seller or its activities.
• 11. The party performing the duties under this paragraph is not entitled to remuneration.
• 12. For each disclosed case of the Buyer’s violation of the prohibition specified in this paragraph, the Seller will be entitled to demand a contractual penalty of PLN 10,000.00 (ten thousand zlotys). This does not exclude the right to claim supplementary compensation exceeding the amount of the stipulated contractual penalty under general principles.

§14 FINAL PROVISIONS

• 1. In the case of concluding a contract using the company's email form mentioned in § 1 OWS, VAT invoices will be sent by the Seller via email with the Buyer's consent, provided the Buyer has provided their email address.
• 2. Any disputes arising between the parties in connection with the execution of the contract, whose content is shaped by the provisions of these OWS, will be resolved by the common court with jurisdiction over the Seller’s registered office.
• 3. Assignment of rights resulting from the concluded contract with the Supplier or the placed order to third parties is not permitted without the Seller’s written consent.
• 4. The Buyer ensures that the data provided is current and true and that they will place orders only when they have secured financial resources appropriate for the proper execution of individual sales contracts. The Buyer is obligated to immediately notify the Seller in writing of each change of address and service address. Failure to notify means that delivery made to the addresses indicated in the Order or signed contracts is considered effective.
• 5. In the event of the necessity to pursue claims through court and/or enforcement proceedings, the Seller is entitled to charge the Buyer with the costs and fees for collection, court, and enforcement actions.
• 6. The invalidity or ineffectiveness of some provisions of these OWS does not affect the validity or effectiveness of the remaining provisions.
• 7. By accepting these OWS, the Buyer agrees to the processing of their personal data by the Seller in connection with the execution of sales agreements for goods offered by the Seller. The Buyer is entitled to all rights resulting from the provisions of the Act of August 29, 1997, on the Protection of Personal Data (Journal of Laws of 1997, No. 133, item 883, as amended) and the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons 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) (OJ EU L 2016, No. 119, p. 1), in particular, the right to access their data, request its rectification, deletion, restriction of processing, data portability, and the right to object to data processing.
• 8. In matters not regulated by these OWS, the relevant provisions of Polish law apply, in particular the Civil Code, excluding the Vienna Convention on Contracts for the International Sale of Goods signed in Vienna on April 11, 1980.
• 9. In email correspondence related to sales, the Seller will inform the Buyer that the transaction is subject to the GENERAL TERMS OF SALE OF MGM PHARMA sp. z o.o. sp. j., which are available to the Buyer at the Seller's website: http://www.en.mgmpharma.pl/privacy_policy.
• 10. The Buyer's failure to familiarize themselves with the Seller’s OWS does not exempt the Buyer from their obligation.
• 11. These terms take effect on June 1, 2024, and apply to all sales and delivery contracts concluded after June 1, 2024.