General Terms and Conditions of Chefs Culinar sp. z o.o. for Entrepreneurs

1. GENERAL PROVISIONS

a) The General Terms and Conditions (hereinafter referred to as GTC) set the rules on concluding delivery and sale agreements for goods offered by Chefs Culinar. 
Chefs Culinar offers are exclusively aimed for entrepreneurs.

b) GTC apply in commercial relations with customers who are entrepreneurs and they constitute an integral part of every sale and delivery agreement concluded between Chefs Culinar and the buyer of goods offered by Chefs Culinar.

c) Selected terms used in GTC shall have the following meaning:
• Chefs Culinar: Chefs Culinar spółka z ograniczoną odpowiedzialnością 
with its registered office in Tarnobrzeg (39-400) ul. Litewska 10,  entered in the Register of Entrepreneurs of the National Court Register [Polish: KRS] under the number 0000416973, NIP [Tax Identification No.]: 9552330912, REGON [Business Identification No.]: 321189055.
• Customer: buyer of goods offered by Chefs Culinar.
• Goods: assortment supplied by Chefs Culinar to the customer according to the order.

d) GTC apply to the delivery and dispatch of goods ordered by the customer directly from Chefs Culinar via telephone, portable mobile device, electronic ordering system available at Chefs Culinar, through the online store (web shop) or Chefs Culinar mobile application, by e-mail or via other devices for electronic data exchange or ordered directly from Chefs Culinar sales representative.

e) The current general terms and conditions shall cease to be valid at the moment of publishing these GTC. These GTC exclude any other agreement specimen, in particular other general terms and conditions of agreements, contract templates and regulations applied by the customer.

f) The applicable GTC are available at www.chefsculinar.pl and can be downloaded, kept and viewed by the Customer.

g) In addition to the provisions included herein, Chefs Culinar allows the possibility of concluding individual cooperation agreements and reserves the right to accept orders partially

or to reject them without providing the grounds. 

2. ORDERS

a) Prices of goods offered by Chefs Culinar shall be agreed with each customer individually.

b) The offers submitted by Chefs Culinar shall not be binding, unless their wording explicitly indicates otherwise. 

c) The agreement is concluded at the time when Chefs Culinar confirms the acceptance of the order placed by the Customer. The lack of response from Chefs Culinar shall not be understood as accepting the order for execution or as conclusion of the agreement. The confirmation by Chefs Culinar that the order has been received shall in no case mean that the order has been confirmed.

d) Only the content of the order shall be relevant to determine the content and scope of the agreement between the parties.

e) The Customer shall follow the guidelines specifying the minimum logistic requirements and the time for placing the order in accordance with the agreement.

3. DELIVERY

a) Only GTC shall apply to all orders. This provision shall also apply when the customer makes a reference to his conditions or confirms orders according to his terms. Any arrangements other than GTC that Chefs Culinar has not expressly accepted in writing shall not be binding.

b) Orders are processed by Chefs Culinar within the applicable order execution area, each time individually defined while concluding an agreement with a new customer. Chefs Culinar shall have the right to refuse to execute an order if the delivery address indicated by the Customer therein is located outside the order execution area specified in the agreement.

c) Chefs Culinar reserves the right to refuse to execute an order if the Customer's previous orders could not be executed many times due to the reasons attributable to the Customer or the Customer does not have the creditworthiness. 

d) Chefs Culinar sets and confirms the terms for order execution according to the availability of particular goods.

e) Chefs Culinar shall not be liable to the Customer for the lack of goods with a reference to their quantity and assortment as indicated in the order.

f) The risk of loss or damage to the goods shall be transferred to the recipient / customer at the time of delivery of the goods at the place of transfer agreed with the customer, and in the case of entrusting goods to a professional carrier, upon the delivery of the goods to the carrier, regardless of who pays the transport costs. Chefs Culinar guarantees that the ordered goods are packed and transported in accordance with the regulations. 

g) Chefs Culinar shall not be liable for the execution of orders, including delays in the execution of the order, if they are caused by force majeure (including but not limited to atmospheric conditions, natural disasters, the occurrence of an epidemic emergency, an epidemic, a pandemic, the risk of spreading an infection or an infectious disease that may pose a threat to public health, acts of government or public administration bodies issued under their competence, as well as other actions of state authorities preventing or limiting the execution of orders in whole or in part), interruptions in energy supply, riots, disruptions and interruptions in work, difficulties in transport (e.g. road conditions), strikes. Chefs Culinar shall act with required due diligence in these cases. If an event is qualified as force majeure or under the circumstances indicated hereinabove, the parties shall immediately determine the scope, alternative solution and way of order execution.

4. GUARANTEE

a) Unless Chefs Culinar confirms in writing the specific date of the order execution in particular cases, the order shall be executed according to the availability of the ordered goods. In such case, the guarantee that the order will be executed within a specified period shall not apply.

b) The customer shall check the goods in the presence of a Chefs Culinar employee when receiving the order. If there are visible defects of the goods or the goods are non-compliant with the order, the Customer shall return them directly to a Chefs Culinar employee. Complaints regarding visible product defects shall be reported
to Chefs Culinar immediately after receiving the delivery by contacting the competent customer service department, according to the information on the website: https://www.chefsculinar.pl/nasze-oddzialy-1082.htm, providing a description of the defect and a proof in the form of a photo of the goods. The correct receipt of goods shall be confirmed upon the receipt. If a defect of the goods is recognized later, it shall be reported in the form described hereinabove no later than on the last day of the defective goods' expiry date, otherwise the goods shall be deemed accepted without reservation. The provision above shall not apply when the Customer orders goods at a reduced price with a short expiry date (MHD). For the food goods that do not have an expiry date, the defect must be reported no later than one month from the date of issuing the VAT invoice by Chefs Culinar.

c) If the delivered goods have defects, the Customer may return the goods to Chefs Culinar for a quality assessment by the Chefs Culinar quality department. The Customer shall properly secure the defective goods in accordance with the applicable guidelines provided to the Customer by a Chefs Culinar employee who receives the complaint and provide the defective goods to Chefs Culinar (however, the defective goods transferred to Chefs Culinar may not have other defects, not reported to Chefs Culinar). According to the quality assessment of the defective product, Chefs Culinar issues a decision taking into account the Customer's request to correct the defective item from the Customer's account or Chefs Culinar issues a refusal decision. In case of refusal decision, the Customer may apply to Chefs Culinar for the return of the goods transferred by the Customer, the condition of the goods is not worse than when they were transferred by the Customer to Chefs Culinar. 

5. MEANS OF TRANSPORT AND RETURNABLE PACKAGING

a) Pallets, trolleys for transport, Euro Pool boxes, red boxes, shelves for trolley, black / grey boxes (hereinafter Means of Transport) and beverage boxes with a set of bottles, according to the order (hereinafter Returnable Packaging) are the property of Chefs Culinar and shall be temporarily made available to the Customer for their intended purpose. Chefs Culinar shall collect from the customer a deposit added to the current order for providing the Customer with Returnable Packaging.

b) The Customer shall return the Means of Transport to Chefs Culinar immediately, not later than by the last day of the month when the Customer received the Means of Transport, and Returnable Packaging shall be returned not later than within 30 days from the date of transferring them to the Customer. Means of Transport and Returnable Packaging shall be returned to Chefs Culinar in full, without deterioration (sorted by quality classes, type and sort) and undamaged.

c) If the Customer does not return the Means of Transport in the period specified in point b) hereinabove, Chefs Culinar shall charge the Customer with the costs of the Means of Transport in accordance with the following net rates, and the Customer shall become the owner of these Means:  Container – PLN 170; Indirect insert – PLN 40; Small box – PLN 21.25; Euro box – PLN 16.40; Euro container – PLN 20 (net rates shall be increased by the value added tax at the rates applicable on the settlement date). If the Customer does not return the Returnable Packaging in the period specified in point b) hereinabove, Chefs Culinar shall be entitled to keep the deposit paid by the Customer.

6. PAYMENTS 

a) Prices of goods offered by Chefs Culinar are agreed with each customer individually.

b) The price of the goods shall be determined each time in the order confirmation.

c) The customer shall be obliged to pay the price before the term indicated in the order confirmation, and if the date has not been indicated therein, before the term indicated in the VAT invoice issued by Chefs Culinar.

d) The prices given by Chefs Culinar are net prices and shall be increased by the value added tax according to the binding rates on the date of issuing the VAT invoice.

e) The payment resulting from the invoice shall be due and payable immediately, without the possibility of making any deductions by the customer. There is no possibility of a discount deduction.

f) The customer shall make a payment by a bank transfer to the Chefs Culinar bank account indicated in the invoice or in cash to the Chefs Culinar employee upon receipt of payment.

g) The payment shall be considered to have been made at the moment the funds are credited to the Chefs Culinar bank account or at the moment the cash is transferred to a Chefs Culinar employee and is confirmed by the payment receipt.

h) In case of delay in payment of all or part of the amount due as indicated in the VAT invoice, Chefs Culinar shall have the right to charge the statutory interest for such delay. At the same time, all payments from other invoices become immediately due and payable, even if this is not due to that VAT invoice. Chefs Culinar shall be entitled to charge the customer for each reminder (request for payment to the Customer) with PLN 30.00 (or the equivalent of this amount in PLN determined according to the average exchange rate announced by the National Bank of Poland as of the day of request for payment - according to Chefs Culinar), unless the Customer proves lesser damage to Chefs Culinar, and Chefs Culinar shall be entitled to claim the debt through a debt collection company and/or in a court at the customer's expense.

7. RESERVATION OF OWNERSHIP / CONFIDENTIALITY

a) All goods delivered by Chefs Culinar remain the sole property of Chefs Culinar until the Customer pays the full price. Regardless of using the goods for the Customer’s own needs, the Customer shall be entitled to dispose of the goods only in normal trade with the appropriate mutual consideration. If the customer sells goods on credit (with deferred payment), the customer shall be obliged to transfer the receivables from their buyers ("Claims") to Chefs Culinar until the full price for the goods has been paid to Chefs Culinar. The Customer is prohibited from other disposing of goods, it particularly applies to pledges. Chefs Culinar must be immediately notified of the seizure of goods by a third party. Moreover, the Customer shall transfer to Chefs Culinar any claims that the Customer is entitled to or have obtained as a result of damage, deterioration, theft or loss of goods due to applicable regulations or a contractual agreement with third parties, in particular with insurance companies. The Customer shall have the right to pursue Claims from his customers as long as the Customer does not meet the obligation to make payments to Chefs Culinar under the agreement.

b) Until the settlement of all amounts due by the Customer, Chefs Culinar shall be entitled to prohibit the resale of sold goods subject to reservation of ownership and to demand immediate return of these goods and take ownership of these goods, particularly if Chefs Culinar becomes aware of a deterioration in the economic standing of the Customer, particularly when an entity submits an application for the declaration of bankruptcy or dismissal of the application to declare the Customer's bankruptcy due to the reasons listed in art. 13 of the Bankruptcy Law or when the Customer submits the statements on the initiation of restructuring proceedings, or when the Customer’s economic standing has deteriorated compared to the conditions at the time of the conclusion of the agreement / confirmation of the order for execution. 

c) In order to collect the goods, the Customer shall irrevocably grant Chefs Culinar the right to access the office and storage rooms and to collect goods which are the  resources of Chefs Culinar.

d) The Customer shall be obliged to keep in confidence all commercial, financial, legal, technical and technological information obtained in cooperation with Chefs Culinar, which may constitute business secrets under art. 11 paragraph 4 of the Act on combating unfair competition.   

e) Any confidential information understood as technical, commercial, financial, cost information provided as a result of cooperation must not be transferred to third parties / entities, published or disclosed in any other way during this cooperation and within 10 years after its termination.

8. CIVIL

LIABILITY
a) The liability of Chefs Culinar resulting from the conclusion of the agreement / order or resulting from the failure to perform or improper performance of the agreement / order shall be limited to the value of the goods covered by this order which the customer's claim relates to, unless the damage resulted from wilful misconduct or gross negligence of Chefs Culinar. This does not apply to claims arising from the Civil Code of April 23, 1964 and regarding the regulations on product liability.

b) Chefs Culinar shall not be liable for benefits that the customer could gain if he did not suffer damage (lost profits). 

9. RETURN

a) The Customer shall have no right to return the ordered goods, including food products, unless it is due to the products defects and it is done according to points 3 and 4 of the GTC or the goods are Returnable Packaging and it is done in accordance with point 5 of the GTC. 

b) The return of the goods shall be allowed only according to individual written arrangements by Chefs Culinar and the Customer, with the Customer bearing all costs and risk related to returning the goods.

10. PLACE OF PERFORMING THE SERVICE AND JURISDICTION

a) The place of performance of the service is the place of delivery agreed with the customer. All disputes arising in relation to the agreement and orders and the GTC, including payments for the execution of orders, shall be settled by a court competent for the registered office of Chefs Culinar.

b) GTC and agreements concluded pursuant to GTC are subject to the Polish law. Legal relations with the customer are governed exclusively by the Polish law.

11. PARTIAL INEFFECTIVENESS 

If particular provisions of these GTC become ineffective or impossible to execute in whole or in part, it shall not affect the validity of the other provisions of the GTC and agreements for individual deliveries of goods. In place of an ineffective or unenforceable provision or in order to fill a gap in the provisions of the agreement, the parties shall agree on a provision that is legally effective and the closest to the purpose of the parties or the purpose that would be consistent with the agreement, if such provision has been included while agreeing on the provisions. 

12. PERSONAL DATA

a) Chefs Culinar is the entity liable for processing the Customer's personal data. 

b) Chefs Culinar introduces a set of principles and regulations on the protection of information, including customers' personal data for their safety and privacy.

c) Detailed rules regarding the processing of personal data by Chefs Culinar can be found in the Privacy Policy available online at www.chefsculinar.pl.

13. FINAL PROVISIONS

GTC were delivered to the customer during his registration in the Chefs Culinar customer database.