General terms and conditions of sale

§1 GENERAL PROVISIONS

1. The general terms and conditions of sale, hereinafter referred to as 'GTC', define the rights and obligations of the parties to contracts for the sale and delivery of goods and services offered by Petmex Company Limited Liability Company with its registered office in Polanka, Polanka 350, 32-400 Myślenice, Tax Identification Number (NIP): 7372205222, REGON: 360346722 KRS 0000999016, hereinafter referred to as 'Petmex' or 'Company'.
2. The GTC form an integral part of all sales agreements concluded by Petmex, regardless of their form, unless the parties to a given agreement have agreed otherwise.
3. These GTC apply exclusively to contracts for the sale of goods and services offered to entrepreneurs, hereinafter referred to as the Customer or Buyer. The GTC may be supplemented by individually agreed Terms and Conditions.
4. The Customer entering into a given agreement with Petmex is responsible for familiarising themselves with the GTC each time. By placing an order, accepting an invoice, pro forma invoice or commencing performance of the Agreement, the Customer confirms their knowledge of these GTC.
5. If the Customer is in a permanent business relationship with Petmex, the Parties agree that the Customer's acceptance of the GTC when concluding the first contract with Petmex shall be deemed as acceptance of the GTC in every subsequent transaction.
6. These GTC are published on the Seller's website: www.petmex.pl.

§2 PURCHASE OFFER

1. Petmex reserves the right that all information concerning the goods it sells, presented in catalogues, folders, brochures, etc., as well as posted on the Petmex website, is for advertising purposes only and does not constitute an offer within the meaning of the Civil Code.
2. All prices of goods given in offers made by telephone, in writing or by e-mail to the Customer are binding on the Parties only for the period of validity specified in the offer.
3. A commercial offer presented by Petmex does not automatically reserve the raw materials and working time needed to make the products covered by the offer. Such an offer should be treated as a proposal of the terms and conditions of purchase of the goods by the Customer for the purpose of placing an appropriate order by the Customer.
4. All prices of goods specified in offers are net prices to which VAT should be added.

§3 ORDERING GOODS

1. Orders shall be placed by the Customer in electronic form by an authorised person to the email address provided by Petmex.
2. Each order sent by the Customer to Petmex should include a description of the subject of the order and the proposed delivery date. The order must be accepted by Petmex before its execution begins. The order shall be deemed accepted upon sending a document with a summary list of goods and prices accepted by Petmex for fulfilment.
3. All arrangements between the Parties must be made in writing under pain of nullity. No response from Petmex shall be deemed tacit consent.
4. In the event of discrepancies between the order placed by the Customer and Petmex's offer, the document confirming Petmex's acceptance of the order shall be binding, unless the Customer cancels the order in writing (by fax or email) immediately, but no later than on the same working day.
5. The order completion date is determined individually depending on technological capabilities, availability of raw materials and other circumstances. The delivery dates indicated in the order confirmation are for information purposes only.
6. Petmex may suspend the sale if it has doubts as to the accuracy of the data provided by the Customer in the order.
7. Petmex reserves the right to change the order completion date if such a change is due to circumstances beyond its control. Petmex shall notify the Customer of any change in the order completion date at least 1 day before the original date.
8. The costs of delivery of the goods to the Customer and the costs of any additional services shall be agreed with the Customer each time when placing an order. If the Customer is in a permanent business relationship with Petmex, the parties agree that the delivery terms agreed upon when concluding the first contract with Petmex shall be deemed to have been accepted by the Customer for all subsequent contracts concluded between the Parties.
9. Cancellation of an order by the Customer is only permitted in exceptional circumstances, after prior written agreement of the terms of cancellation with Petmex. Petmex reserves the right to charge the Customer for the actual costs incurred up to the moment of cancellation of the order.

§4 RETURN OF GOODS

1. Petmex does not allow the return of goods to Customers who are entrepreneurs. Returns are only possible if the delivered goods do not comply with the order and the Customer informs Petmex of this non-compliance in writing or by e-mail within 7 days of receipt of the goods. The risk of the returned goods shall be borne by the Customer.
2. In other cases, Petmex must give its consent to the return of goods purchased by the Customer on a case-by-case basis. Such consent must be given in writing under pain of nullity. Such a return will require the Customer to cover the costs of return delivery to Petmex.
3. In the event of a return of goods under the terms referred to in point 2 above, Petmex shall be entitled to charge an administrative fee of 10% of the value of the returned goods.
4. Returned goods should be delivered to the Petmex warehouse that fulfilled the order.
5. The condition for accepting goods returned by the Customer is that they are in their original packaging and show no signs of use and/or any damage or deviations from the parameters contained in the purchase documents for the goods returned by the Customer.

§5 DELIVERY OF GOODS

1. Deliveries will be made on an ex works basis (Incoterms 2020) from the Petmex production plant in Polanka, whereby the Manufacturer is ready, at the Customer's additional request and for an additionally agreed fee, to deliver the ordered goods to the Customer's chosen DAP (Delivery At Place) location.
2. Petmex shall endeavour to ensure that the delivery of goods is made within the time specified in the order confirmation.
3. The delivery date may be changed in the event of objective obstacles, in particular:
   1. suspension of delivery for reasons attributable to the Customer;
   2. in the event of failure to deliver packaging/labels within the agreed time limits;
   3. delay in payment of any part of the remuneration by the Customer;
   4. failure by the Buyer to provide information necessary for the delivery;
   5. due to problems of carriers and shipping companies arising through no fault of Petmex;
   6. force majeure.
4. If the Customer fails to collect the goods within the time limit specified by Petmex, the total costs associated with the delivery shall be borne by the Customer.
5. The Customer is obliged to check the condition, quality, quantity and assortment of the delivered goods and their compliance with the order immediately upon delivery. In the event of shortages or damage during transport, the Customer is required to submit a written statement to the carrier or make an appropriate note on the transport document. Any reservations regarding the quantity or transport damage of the delivered goods must be reported to Petmex immediately, together with the carrier's statement, but no later than within 48 hours of receipt of the goods.
6. The quantity of goods delivered may differ from the quantity ordered by +/- 10%, in which case the delivery shall be considered properly executed and the Customer shall be obliged to accept the goods.
7. In the event of any quality reservations regarding the delivered goods, the Customer shall immediately, but no later than within 7 days of receipt of the goods, inform Petmex in writing of this fact and enable Petmex to examine the delivered goods in an undamaged condition.
8. Each time the Customer accepts the goods without making the annotation referred to in § 5(5), (7) and (10) of the GTC, the delivery shall be treated as delivery of the goods to the Customer in accordance with the order.
9. The Customer shall be obliged to complete all formalities referred to in § 5 of the GTC, under pain of losing the right to pursue any claims against Petmex related to the delivery of goods by Petmex.
10. The Customer must report any hidden defects in the goods immediately after their discovery, but no later than within 7 days of their discovery, under pain of losing the basis for claims against Petmex. The report must be made in writing, otherwise it shall be null and void.
11. Petmex shall not be liable for late delivery of goods if the delay in delivery is not solely attributable to Petmex.

§6 WARRANTY FOR PHYSICAL AND LEGAL DEFECTS

§7 COMPLAINTS

1. The Customer is obliged to report any defects in the goods in writing, under pain of nullity, within 30 days of delivery. Due to the nature of the goods, complaints reported after this period will not be considered by PETMEX.
2. In the event of a defect in the goods reported by the Customer within 14 days in the case of a Customer who is a consumer and 30 days in the case of a Customer who is an entrepreneur from the date of receipt of the complaint, Petmex shall decide on the validity of the complaint.
3. Petmex reserves the right to extend the period referred to in § 7(2) of the GTC if the opinion of third parties is necessary to consider the complaint or if the case is complex. In such a case, Petmex shall notify the customer of the reasons for the extension of the above-mentioned period.
4. When making a complaint about goods, the customer is obliged to make the defective goods available to Petmex immediately for inspection at the place of delivery or use, as well as to provide Petmex with all necessary information regarding the manner of use of the goods, in particular the technology used for their processing or the conditions under which the goods are stored by the customer.
5. Each complaint must include: the invoice or order number, the date of delivery, the batch number and expiry date, a precise description of the non-conformity, and photographic documentation.
6. In the event of a complaint, the Customer shall deliver the goods subject to complaint to Petmex's registered office, if required for the complaint to be considered, at their own expense. If the complaint proves to be unjustified, the Customer shall additionally cover all costs incurred, including, but not limited to, expert opinions, tests and other activities undertaken in connection with the consideration of the complaint.
7. Making a complaint does not release the Customer from the obligation to pay for the goods within the agreed time limit.

§8 TERMS OF PAYMENT

1. Invoices issued by Petmex are payable on the dates specified on the invoice, counting from the date of issue. Payment is considered made when the payment is credited to Petmex's bank account.
2. Petmex reserves the right to unilaterally increase the price if, after the conclusion of the contract, there are objective reasons justifying an increase in the price of the goods over which Petmex has no influence, such as changes in the rates of goods and services tax, customs duties, disruption of supply chains, increases in the prices of goods caused by force majeure and extraordinary circumstances (war, natural disasters, epidemics, etc.).
3. The prices quoted by Petmex do not include any customs duties or other financial charges imposed on the goods under the law applicable at the Customer's registered office.
4. In the event of delays in payment of an invoice, Petmex shall be entitled to charge statutory interest for delays in commercial transactions. The obligation to pay interest shall not exclude claims for damages on general principles.
5. If Petmex requires advance payment of the price due or security for its payment, the delivery date shall not be deemed to have been reached until such advance payment or security has been received in full.
6. In the event of delays in payment of an invoice, Petmex reserves the right to suspend any further deliveries of goods and/or provision of services, including services related to the warranty protection of goods, if any, until the Customer has settled all amounts due to Petmex.
7. Petmex reserves the right to demand, regardless of the payment date previously agreed with the Customer, payment of the price before the goods are released if there are reasonable grounds to believe that the Customer will not fulfil its payment obligations.
8. If the Customer fails to collect the goods within the time limit set by Petmex, Petmex shall be entitled to charge the Customer for the costs of storing the goods in the amount of up to EUR 100 net for each day of storage of one pallet of goods not collected by the Customer. The Customer shall bear all risks associated with the stored goods.
9. The Customer is not entitled to make a statement to Petmex regarding the set-off of any claims the Customer may have against Petmex.
10. The Customer shall not be entitled to assign any rights and obligations arising from the contract concluded with Petmex and/or the order placed to third parties without the prior written consent of Petmex, under pain of nullity.
11. The Customer agrees to the transfer of existing and future monetary claims of Petmex against the Customer confirmed by VAT invoices to the factor. The Customer shall be notified of the transfer of claims in writing or in document form. From the moment of notification, payment shall be made to the factor's account indicated in the notification of transfer of claims.

§9 PACKAGING

1. Petmex is entitled to purchase the packaging necessary to fulfil the Customer's orders. If the packaging is not used within 6 months of the order, the Customer undertakes, within 7 days of Petmex's request, to purchase it or place a production order guaranteeing its full use before the expiry date.
2. After the expiry of this period, the packaging shall be stored at the Customer's expense in the amount of EUR 100 per day of storage or disposed of at the Customer's expense at Petmex's discretion.
3. In the event of failure to purchase or place a production order, Petmex shall be entitled to charge the Customer for the costs of purchasing the packaging, storage and, after prior notification to the Customer, disposal at the Customer's expense.
4. The Customer may provide its own packaging. If it is not used within the time limit agreed by the Parties, Petmex may store or dispose of it at the Customer's expense in accordance with §9(2) and (3).
5. Petmex shall not be liable for damage, loss or deterioration of the quality of the Customer's stored packaging.

§10 PETMEX'S LIABILITY

1. Petmex shall be liable for non-performance or improper performance of the contract, provided that such liability is limited to actual damage, excluding lost profits, production and material losses, loss of reputation and good name of the Customer, etc.
2. In any case, Petmex's liability for any damage not covered by the exclusion shall be limited to the actual loss suffered by the Customer, not exceeding 100% of the net order value.
3. Petmex shall not be liable for defects in the goods or their non-conformity with the order placed, which arise from the use of the goods in a manner inconsistent with their intended purpose and storage and handling properties.
4. Petmex shall not be liable to the Customer for defects in goods manufactured by the Customer using goods delivered by Petmex.
5. Petmex shall not be liable for the suitability of goods delivered in accordance with the Customer's order for the purposes desired by the Customer.
6. Petmex shall not be liable for failure to fulfil its obligations under the contract if this was caused by reasons beyond its control, which could not have been foreseen at the time of conclusion of the contract and which could not have been avoided – force majeure, actions or omissions of third parties for which Petmex is not responsible. Force majeure shall include, in particular, war, uprisings, riots, martial law, fire, earthquake, flood, epidemic, pandemics and other natural disasters, lockdowns, as well as strikes, lockouts and other extraordinary actions related to labour matters, and failures of the Internet or parts thereof, the power grid, computer surveillance and distribution systems.

§11 FINAL PROVISIONS

1. The law applicable to these GTC is the law of the country where Petmex has its registered office.
2. Any disputes arising between the parties shall be settled in accordance with the provisions of Polish law.
3. The parties shall endeavour to settle any disputes arising in connection with the performance of the contracts covered by these terms and conditions amicably. If amicable settlement is not possible, the court having jurisdiction to settle disputes arising from the application of these GTC shall be the court having jurisdiction over the registered office of Petmex.
4. The invalidity or ineffectiveness of any provision of these GTC shall not affect the validity or effectiveness of the remaining provisions.
5. Petmex has the right to store and process the Customer's personal data for purposes related to the performance of the sales contract.
6. Any amendments to these GTC must be made in writing under pain of nullity.
7. If these GTC are also formulated in a language other than Polish, in the event of a dispute, the GTC in Polish shall apply.
8. Without the written consent of Petmex, the Customer shall not use the name, trademarks or trade names of Petmex, nor shall it refer to its economic relations with Petmex for any purpose.
9. These GTC have been approved by PETMEX and shall enter into force on 01.08.2025.