Buy and Sell

I. DEFINITIONS

1. “General Sales Conditions” referred to as GSC, apply to transactions made between the parties, the subject of which will be the sale of goods and services constituting the subject of commercial activity of VENNEKER POLSKA Sp. z o.o. (hereinafter referred to as the Seller), to any entity that makes a purchase for a purpose related to its economic or agricultural activity (hereinafter referred to as the Buyer).

2. The Seller enters into sales contracts with the Buyer in writing or verbally. The contract is concluded verbally and is binding for the Parties when the Buyer, in a manner understood by accepting the goods, expresses consent to the following sales conditions.

3. Sales conditions deviating from or conflicting with these GSC are not binding for the Seller in any case, unless they have been confirmed in writing by the Seller.

4. GSC are to supplement the sales conditions contained in agreements between the Parties. In case of a conflict of provisions, the content of the sales contract prevails.

II. ORDERING GOODS

1. The order can be sent/submitted to the Seller in writing – on the order form, by email or also conveyed by telephone directly to the Seller’s office or to one of the Seller’s sales representatives.

2. The fact of accepting the order does not bind the Seller in the event that, for reasons independent of him, in particular due to force majeure, third parties (including the Seller’s suppliers), when the delivery and sale of goods is impossible or excessively difficult.

3. Acceptance of the order may also not be binding for the Seller in the event that the Buyer’s total obligations to the Seller exceed the amount of trade credit potentially granted to the Buyer by the Seller or if the Buyer is delaying payment to the Seller for any outstanding debts.

4. The seller may, at the discretion of the management board, sell goods/services to entities referred to in paragraph 3.

III. DELIVERY OF GOODS, QUANTITATIVE DEFAULTS, VISIBLE GOODS DEFECTS, COMPLAINTS

1. The Seller delivers the goods or provides the service to the Buyer at their own cost, unless the contract concluded with the Buyer specifies a different method of delivering the goods/providing the service.

2. Deliveries are made based on weekly plans and on the basis of individual orders/requests placed by Buyers. Unless there are any obstacles (lack of goods, untimely receipt of goods by the carrier, blocking of goods transport by veterinary services and others), the Seller will make every effort to ensure that the Buyer receives the ordered goods within 7 working days from the date the goods were to be delivered. If for any reason the delivery cannot be made in accordance with the order, the Seller is obliged to immediately notify the Buyer in order to agree on another delivery date.

3. In the case of delivery carried out by the Seller, the goods are delivered by the Carrier acting on the Seller’s behalf or by the Carrier organized by the Buyer or by the Buyer themselves, to the place indicated by the Buyer.

4. The Buyer is obliged to check the state of the delivered goods/quality of the service provided and in case of any reservations, to report them to the Seller.

5. In case of sale:

   5.1. Weaners:

   5.1.1. In the event of reservations as to the quality of the delivered weaners, the Buyer is obliged to immediately inform the Seller in writing about this fact, attaching photographic documentation or other type of evidence, but not later than 24 hours from the moment of collecting the animals. The complaint must be sent in electronic form to the following address: reklamacje@venneker.pl or to the appropriate sales representative of the Seller under pain of rejection.

   5.1.2. The photographic documentation of the weaners referred to in the point above must meet the following requirements, under pain of not accepting the complaint by the Seller:

   * – a clear photo of each advertised animal with its individual marking, e.g. a number drawn with a crayon/spray,

   ** – photo of the indicated defect, if it is a defect visible from the outside, e.g. hernia, prolapsed anus, tumor, growth, etc.,

   ***- a clear photo of the herd earring from which the advertised animals come from.

   5.1.3. In the event of reservations as to the quantity, condition of the animals or other comments made at the time of releasing the weaners from the Seller’s car, the Buyer is obliged to make appropriate comments to the document confirming the delivery and draw up a report with the participation of the Carrier, notifying the Seller immediately of his reservations. In order to properly assess the reservations, the Seller may additionally ask for the sending of photographic or other documentation confirming the reservations, under the pain of their non-recognition. If the Buyer has not raised any objections during the receipt of the weaners, it is considered that the animals have been delivered without reservations as to the quantity, weight and condition.

   5.1.4. Failure to meet the deadlines for submitting objections referred to in para. 1) and 3), may deprive the Buyer of the possibility of recognizing them by the Seller in the future.

   5.2 Fatteners:

   5.2.1. The Seller is responsible for organizing the transport of fattening pigs to the Buyer, supported by the services of professional carriers. The buyer can arrange the transport of purchased animals on his own.

   5.2.2. If an animal is damaged or dies during transport, the Seller shall be liable for such a piece, in the case of transport organized by him. This responsibility lies with the Buyer if the transport was organized by him.

   5.2.3. The Seller is responsible for completing the required veterinary documentation (including health certificates, food chain) and attaching it to each transport of pigs.

   5.2.4. Pigs sold to the Buyer are marked with a code number in accordance with veterinary requirements, they should be clean, not fed 12 hours before collection, in good condition, without bruises and visible signs of disease.

   5.2.5. The seller bears the consequences of pig defects, in particular those questioned by the veterinary services due to the presence of entrails, fishy smell, nutritional errors, erysipelas and other hidden defects. Settlement of such items with the Buyer takes place according to their actual value.

   5.2.6. In the case of loading pigs marked as conditional, the Seller declares that he takes the risk related to the possibility of disposal of these animals by veterinary services at the slaughterhouse.

   5.2.7. The buyer, after slaughtering the animals, sends the so-called post-slaughter report containing information on the quality of delivered animals (e.g. weight, bumpiness, meatiness and other parameters) and other documents indicating, e.g. disposal costs, confiscation of unfit animals, listing sick animals or animals with other defects that qualify them as unfit for consumption consumption. On the basis of these documents, the Buyer indicates to the Seller the final value of the purchased and slaughtered group of animals.

   5.3. Compound feed:

   5.3.1. The Seller is responsible for organizing the transport of compound feed to the Buyer. Feed mixtures are delivered to the place indicated by the Buyer directly by producers of feed mixtures acting on behalf of the Seller (by their transport).

   5.3.2. In the case of questioning the quality of the supplied compound feed, the complaint should be made immediately, but not later than within 24 hours from the moment of detecting the defect.

   5.3.3. A complaint may be made in writing – on paper or electronically (e-mail), as well as by telephone to the Seller’s representative.

   5.3.4. If a complaint is submitted personally by the Buyer, the Seller’s employee is obliged to draw up a protocol on this occasion.

   5.3.5. In the case of a quality complaint, the Buyer’s claims may be based on its tests made on samples taken in the presence of the Seller’s representative or representative/driver of the company that delivered the mixture.

   5.3.6. In the event of reservations as to the quantity, quality or condition of the packaging of the delivered compound feed, at the time of its release from the vehicle of the manufacturer of the compound feed, the Buyer, under pain of losing the right to accept the complaint, is obliged to make appropriate objections to the document confirming the delivery of the compound feed and draw up a report with employee of the feed company/carrier, immediately notifying the Seller of his reservations. If the Buyer does not raise any objections during the receipt of the feed mixture, it is considered that it has been delivered without any shortages or defects.

   5.4. Cereals:

   5.4.1. The Seller, at the request of the Buyer and on the terms agreed with him, organizes a grain purchase and sale transaction.

   5.4.2. The Seller is responsible for the organization of loading and transport of grain, unless the Parties agree otherwise.

   5.4.3. The quality of the grain is assessed on the basis of testing the samples taken by the Buyer in the presence of the carrier’s representative (if applicable).

   5.4.4. In the event of reservations as to the quantity or quality of the delivered grain, at the time of releasing it from the carrier’s vehicle, the Buyer, under pain of losing the right to accept the complaint, is obliged to make appropriate reservations to the document confirming the delivery of grain and draw up a report with the participation of the carrier’s employee, immediately notifying the Seller of your reservations.

   5.4.5. The final price of the sold grain depends on its quality parameters, unless the Parties agree otherwise.

   5.5. Veterinary services:

   5.5.1. The Seller offers cooperating breeders (Buyers) the opportunity to use the services of veterinarians who have signed cooperation agreements with the Seller.

   5.5.2. The quality of doctors’ work, including preventive, diagnostic and treatment skills, is assessed each time by the Seller and the Buyer.

   5.5.3. Veterinarians cooperating with the Seller keep comprehensive medical records of herds/groups of animals under their care.

   5.5.4. In the event that the care/treatment provided by a given doctor does not meet expectations or does not bring results, the Buyer has the right to change the attending physician during the ongoing fattening.

   5.5.5. In order to change the doctor, the Buyer is obliged to submit an appropriate statement to the Seller together with information about the unachieved, assumed effects of treatment.

   5.5.6. Before making a decision to change the doctor, the seller conducts a comprehensive analysis of the documentation kept by him and conducts an interview with him.

   5.5.7. If the Buyer’s right is accepted, the Seller is obliged to replace the current veterinarian with another doctor.

   5.6. Trucks:

   5.6.1. The Buyer provides the Seller with a full specification of each vehicle purchased.

   5.6.2. The Seller submits the specification of the vehicle to the dealer/vehicle manufacturer, and after receiving approval of the configuration from him, he contacts the Buyer in order to present further steps of the procedure.

   5.6.3. The parties agree on the final terms of sale.

   5.6.4. The purchased vehicles are collected directly from the dealer/manufacturer’s yard by the Buyer and he is responsible for their delivery to the destination.

   5.7. Others:

   5.7.1. In the case of transactions with goods/services not listed above, the Seller and the Buyer jointly determine the terms of the transaction, including transport, in an optimal way for each of the Parties.

6. Any remarks regarding quantitative and qualitative shortages of goods/services should be made in writing. The Seller allows the possibility of submitting comments by telephone.

7. The Seller is obliged to consider the Buyer’s complaint within 7 days from the date of receipt of the complaint. If it is necessary to obtain specialist expertise or research, the obtaining of which requires a longer time, the Seller, within 7 days from the date of receipt of the complaint, will inform the Buyer about the need to extend the deadline for making a decision on the complaint and at the same time specify the approximate date of making it.

8. If the complaint is accepted, the Seller is obliged to agree with the Buyer the amount of the discount on the purchased goods or to cover the costs resulting from the repair/removal by the Buyer of the existing defect.

9. In the event of refusal to accept the complaint, the Seller is obliged to inform the Buyer in writing (by traditional mail or e-mail), stating the reasons for refusing to accept the complaint. The Seller’s failure to take any position on the complaint within the time limit referred to in paragraph 7, will be treated by the Buyer as its full acceptance.

10. The document confirming the execution of the delivery is the proof of delivery of the goods (WZ), or a waybill or other equivalent transport document bearing the date of receipt and signed by the Buyer’s representative and the Seller/carrier’s representative. The Seller is obliged to attach the documents necessary to identify the goods to the delivered goods.

11. After the delivery of the goods / service is completed, the Seller issues a VAT invoice, containing the conditions agreed with the Buyer before the delivery, e.g. in the concluded contract, order, etc.

12. The payment period specified in the invoice starts from the date of delivery. In the event that the invoice does not arrive before the payment date agreed by the Parties before delivery, this does not extend the payment date. Under pain of losing the right to pursue any claims against the Seller for defects in the goods or non-compliance of the delivery with the order or its confirmation – the Buyer is obliged to complete all the formalities provided for in the preceding points, in particular to report the irregularities to the Seller immediately after finding them, but not later than the moment when, in accordance with the above provisions, it was possible to identify irregularities.

13. The Seller shall not be liable for failure to meet any delivery deadlines resulting from the conclusion or performance of the sales contract, if these failures are not due to its fault.

14. The Seller shall be liable for damages suffered by the Buyer or its buyers, which arose due to defects in the goods delivered by the Seller. The Seller shall not be liable for damages suffered by the Buyer or its buyers, if such damages were caused by reasons attributable to the Buyer, in particular as a result of improper use of the goods or use contrary to its intended purpose, or the damage was the result of improper storage of the goods by the Buyer. .

15. At the same time, the parties exclude the Seller’s liability under the warranty on the terms set out in art. 558 § 1 of the Civil Code.

IV. FORCE MAJEURE

1. The Parties release themselves from liability for partial or complete failure to fulfill the obligations under this Agreement if the reason for this was force majeure circumstances such as: natural disasters, wars, internal riots, fires, floods, epidemics, quarantine restrictions, explosion or other failures beyond the Party’s control , strikes of the Parties’ staff, embargoes, exceptionally unfavorable weather conditions or other circumstances beyond the Parties’ control. The party invoking the force majeure circumstances is obliged to inform the other party to the contract in writing within 24 hours about the reasons preventing it from performing the contract. Otherwise, the Party cannot release itself from liability for failure to perform the contract.

2. The occurrence of force majeure circumstances and their duration should be documented with relevant documents.

3. If the force majeure circumstances last longer than 7 days, either party to the contract may terminate it without observing the notice period.

V. PAYMENT TERMS, PRICES

1. The Buyer shall pay for the goods the price specified by the Seller on the invoice. The price of the goods on the invoice includes the costs related to the delivery of the goods to the place of delivery indicated by the Buyer, including transport costs, if applicable.

2. The sale prices are given in PLN or in other currencies, depending on the arrangements between the Parties.

3. If the Parties’ arrangements do not specify whether the given rates or prices are net or gross rates, they will always be considered to be net rates, to which tax (in particular VAT) will be added at the applicable rate at the time.

4. The payment shall be made within the period indicated in the invoice, and in the absence of a payment period on the invoice within no more than 14 days from the date of delivery of the goods to the Buyer. The day of making the payment shall be the day when the given amount is credited to the Seller’s bank account. In the event of failure to meet the payment deadline, the Seller may claim interest for payment by the Buyer in the amount of statutory interest for delay in commercial transactions.

5. If there is a reasonable basis to believe that the Buyer will not meet its payment obligation, and also in cases agreed by the Parties, the Seller has the right to demand – prior to the release of the goods and regardless of the previously agreed payment date – payment of the entire amount due before delivery of the goods or guarantees or payment security.

6. Submission by the Buyer of any objections, comments or complaints and their consideration shall not suspend the payment deadline.

7. The parties to the transaction allow mutual deductions of receivables, up to the amount of the lower receivable.

VI. RETURNS

1. The seller does not accept the return of goods.

2. In the event of non-compliance of the ordered goods with the goods delivered to the Buyer, as well as the occurrence of defects, the Parties shall seek an agreement on the basis of which the Seller will compensate the Buyer for the difference by reducing the price for the purchased goods by the value of the non-conformity.

3. Issuance of a correcting invoice in accordance with the GTCS is an element of agreeing/meeting the conditions for the correction (the so-called implied acceptance of agreeing/meeting the conditions for the correction) if on the day of issuing the correction the Buyer does not object to the issued correction by sending a message to the address faktury@venneker.pl.

4. In the absence of objections, based on the acknowledged and accepted GTCS, it is assumed that the Parties have agreed on the terms of the correction and the VAT settlement period is the month in which the given correction is issued.

VII. RESPONSIBILITIES OF THE PARTIES, SETTLEMENT OF DISPUTES

1. If a third party makes any claims against the Buyer that may be related to the goods sold to the Buyer by the Seller or to the products for which the goods sold to the Buyer by the Seller were used, the Buyer should immediately notify the Seller, enabling him to participate in proceedings related to the claims of that person under the pain of excluding any liability of the Seller related to these claims.

2. Responsibility for the goods having certain characteristics or for the suitability of: the delivered goods for the purposes desired by the Buyer shall be borne by the Seller only on the condition that he provides the Buyer with a written assurance that the goods have certain characteristics or that they are useful for these purposes.

3. Any liability of the Seller related to the conclusion of the contract or the sale of goods, regardless of the title of such liability, does not include repairing damages related to expected benefits, lost profit, production losses, loss of market reputation, etc.

4. Any liability of the Seller related to the conclusion of the contract or the sale of goods, regardless of the title of such liability, may not exceed 100% of the net price of the goods to which the circumstances giving rise to the Seller’s liability pertained.

5. Any disputes arising from transactions between the Parties shall be resolved by a common court of material and local jurisdiction over the party bringing the action.

6. For each sales contract under which the Seller sells any goods to the Buyer, these General Terms and Conditions of Sale shall apply, if the Buyer has been informed about them in any form at any time or could easily get acquainted with their content and if the Parties have not excluded application of these conditions in writing.

7. To the extent not regulated in these GCS, the relevant provisions of the Civil Code and other mandatory legal acts shall apply.

VIII. OTHERS

Unless otherwise agreed by the Parties in writing, it shall be deemed that the Seller’s obligation does not include any other performances other than the delivery to the Buyer of the goods constituting the subject of the Parties’ agreement and the transfer of ownership of these goods to the Buyer, after receiving the purchase price from the Buyer (in particular, the Seller’s obligation does not technological / technical service regarding the use of goods).

The regulations take effect

The General Terms and Conditions of Sale apply to all sales transactions between the Parties from August 1, 2022.