GENERAL TERMS AND CONDITIONS OF SALE
§ 1
DEFINITIONS
The following terms and expressions used in these General Terms and Conditions of Sale (hereinafter referred to as the "GTCS") shall have the following meanings:
1. General Terms and Conditions of Sale (GTCS) – the rules and conditions governing the conclusion of sales agreements by BioMaxima S.A.
2. Seller – BioMaxima S.A., with its registered office in Lublin, Poland, at ul. Vetterów 5, 20-277 Lublin, entered into the National Court Register (KRS) under No. 313349, VAT-registered, Tax Identification Number (NIP): 9462360625.
3. Buyer – a legal entity, an organizational unit without legal personality but vested with legal capacity by law, or a natural person conducting business activity, entering into an agreement with the Seller.
4. Non-specialized Entity – exclusively an entity that enters into an agreement with BioMaxima S.A. in connection with its business activity where, based on the content of the agreement, such agreement is not of a professional nature for that entity, particularly in view of the scope of its business activity.
5. Parties – BioMaxima S.A. and the entity entering into a sales agreement with BioMaxima S.A.
6. Agreement – a sales agreement for a Product or another agreement similar to a sales agreement under which BioMaxima S.A. acts as the Seller.
7. Product – microbiological media, reagents, analyzers, diagnostic tests, and other similar products and goods offered by BioMaxima S.A., intended for professional use and distribution, manufactured or distributed by BioMaxima S.A.
8. Order – the Buyer's offer to purchase one or more Products manufactured or sold by BioMaxima S.A., submitted electronically, by fax, by post, by courier, or in person, containing at least: the name of the ordered Product, the quantity ordered, the Buyer's details required for issuing a VAT invoice, the Buyer's contact details (including the business e-mail address of the Buyer's representative), and the method, date, and place of collection or delivery of the ordered Products.
9. Order Confirmation – the Seller's written statement, sent to the Buyer by letter, e-mail, or fax, confirming acceptance of the Order.
10. Carrier – an enterprise specializing in express transportation and delivery services within a specified time, acting on behalf of the Seller.
§ 2
GENERAL PROVISIONS
1. The GTCS are available to BioMaxima S.A.'s business partners on the website www.biomaxima.com in the Customer Zone section.
2. The GTCS constitute binding regulations applicable to Buyers in relation to agreements concluded with BioMaxima S.A. and form an integral part of all agreements concluded between BioMaxima S.A. and Buyers.
3. The Seller may conclude a written sales agreement with the Buyer containing provisions differing from those set out in these GTCS. In such a case, the provisions of the agreement, provided they do not conflict with mandatory applicable law, shall prevail over the provisions of the GTCS.
4. The Buyer's purchasing terms and conditions or other regulations shall not apply unless expressly accepted by the Seller in writing.
5. BioMaxima S.A. reserves the right to change Product prices and to introduce quality improvements intended to enhance the Products without separate prior notice.
6. By placing an Order, the Buyer confirms that it is familiar with these GTCS and accepts their provisions, which constitute an integral part of the Agreement. Where a sales agreement is concluded in written or documentary form, the GTCS shall constitute an appendix to such agreement.
7. Correspondence sent from or to the business e-mail address indicated by the Buyer and assigned to the Buyer's enterprise shall constitute a legally binding declaration of intent made in documentary form.
8. The Seller does not sell Products to consumers within the meaning of the provisions of the Polish Civil Code and Directive 2011/83/EU.
§ 3
BUYER'S OBLIGATIONS
1. Before placing an Order, the Buyer shall provide the Seller with the following information:
i. the registration number in the National Court Register (KRS) or an extract from the Central Registration and Information on Business (CEIDG);
ii. the Tax Identification Number (NIP) and the REGON statistical identification number;
iii. a statement indicating the business e-mail addresses (or, where e-mail is unavailable, the fax number) to be used for correspondence with BioMaxima S.A.;
iv. consent to the issuance and transmission of invoices in electronic form, in accordance with Appendix No. 1 to these GTCS, or in another format containing the required information and declarations. If such consent and declaration are not provided, the Buyer shall indicate an alternative method of invoice delivery.
2. In the event of any change to the Buyer's name, address, REGON number, NIP number, or method of representation, the Buyer shall provide BioMaxima S.A. with the relevant registration documents confirming such changes.
3. If the Buyer is transformed into another business entity, the Buyer shall submit to BioMaxima S.A. a declaration stating whether or not all rights and obligations of its legal predecessor have been assumed.
4. The Buyer shall be responsible for the proper use of the purchased Product in accordance with its intended purpose.
5. The Buyer shall bear sole and exclusive responsibility for financing and organizing the collection, processing, recovery, and disposal of waste, used equipment, and packaging resulting from the purchased Product.
§ 4
ORDERS
1. An Order must clearly identify the Buyer, including in particular the Buyer's address, Tax Identification Number (NIP), and the delivery address.
2. The Order shall contain all information necessary to accurately identify the Buyer's requirements regarding the Products. The Order shall specify the type of Product ordered, its quantity, unit of measure, type, and technical specification, in accordance with the information provided in the Seller's catalogues or on the Seller's website.
3. The Order must be signed by persons authorized to represent the Buyer in accordance with the Buyer's rules of representation or by persons holding an appropriate power of attorney authorizing them to place Orders.
4. The Order shall be submitted to the Seller in documentary form, electronically from the Buyer's business e-mail address or from the designated fax number. The Seller also accepts Orders submitted by post.
5. Orders for Products designated in the Seller's informational materials as non-standard or manufactured according to the Buyer's individual specifications must clearly identify the Product being ordered. Non-standard or custom-made Orders shall be processed only after payment of an advance in the amount agreed with the Seller. The delivery period shall commence upon receipt of the full advance payment in the Seller's bank account. Cancellation of an Order for non-standard Products manufactured to the Buyer's individual specifications must be made in writing no later than one-third (1/3) of the agreed delivery period, and such cancellation shall become effective only upon the Seller's written confirmation. The Seller reserves the right to charge the Buyer for Products imported or manufactured specifically for the Buyer's individual Order.
6. Non-standard Products, Products supplied upon request, and Products imported or manufactured to the Buyer's individual Order must be accepted by the Buyer and are not eligible for return, either in whole or in part.
7. A Sales Agreement shall be concluded upon the Seller's issuance of an Order Confirmation by BioMaxima S.A. in written or documentary form, delivered to the Buyer electronically or by any other means of communication.
8. Submission of an Order by the Buyer shall not be binding upon the Seller, and the Seller's failure to respond shall not constitute acceptance of the Order by implication.
9. BioMaxima S.A. reserves the right to refuse acceptance of any Order without stating a reason. In particular, BioMaxima S.A. may refuse to sell standard Products as well as Products manufactured to special order to Non-specialized Entities.
§ 5
ORDER CANCELLATION
1. The Seller shall be entitled to suspend the sale of Products if it has reasonable doubts regarding the accuracy or validity of the information contained in the documents referred to in § 3 of these GTCS.
2. Where payment is agreed to be made after delivery, the Seller shall be entitled to suspend the sale upon becoming aware of a material deterioration in the Buyer's financial condition.
3. The Buyer may amend or cancel a confirmed Order only with the Seller's express prior consent given in writing or by e-mail.
4. In the event of an amendment or cancellation of a confirmed Order, the Seller reserves the right to charge the Buyer for all actual costs incurred up to the date of such amendment or cancellation.
§ 6
PRICES
1. The price of a Product shall be determined on the basis of the Seller's price list effective on the date the Order is placed or on the basis of separate individual agreements between the Parties. Where a special offer applies, the Buyer shall indicate the reference number of the offer under which the Order is to be fulfilled.
2. Prices specified in special offers shall remain valid until the expiry date indicated therein. The prices stated in the Seller's price lists may be changed without prior notice to Buyers and may differ from the prices offered under special offers.
3. The prices specified in the Order Confirmation are net prices to which VAT shall be added at the applicable statutory rate. Where invoices are issued in Polish zloty (PLN) for Products priced in foreign currencies, such prices shall be converted into PLN using the National Bank of Poland (NBP) exchange rate applicable to the relevant foreign currency on the business day preceding the date of invoice issuance.
4. For domestic sales, Product prices include the cost of appropriate packaging and delivery by the Carrier for shipments with a total net value of not less than PLN 720 to the delivery address specified by the Buyer within Poland. For deliveries below this amount, the Seller shall charge a flat-rate transportation fee of PLN 35 net per shipment.
5. Collection of the ordered Products by the Buyer in person or by the Buyer's own carrier shall not entitle the Buyer to request a price reduction.
6. Orders confirmed for execution but not fully completed within the time specified in the Order Confirmation shall remain valid together with the agreed pricing conditions unless the Parties agree otherwise.
7. Any unforeseen additional costs necessary for the proper execution of the Order shall be borne by the Buyer unless otherwise agreed by the Parties.
8. Advance payments shall not be refunded if the Buyer cancels the Order or fails to collect the Product.
§ 7
DELIVERY
1. The Buyer shall specify in the Order the date and place of delivery or collection of the Product. The Buyer shall provide the Seller with all information necessary for the proper execution of the Order.
2. The Buyer shall be obliged to accept delivery of the Product in accordance with the Order.
3. In the event of any doubt, the signature or any other declaration of intent made by a person present at the Buyer's place of business or by an employee of the Buyer on the consignment note or any equivalent document issued by the Carrier shall constitute valid confirmation of Delivery.
4. The Buyer shall inspect the delivered Products for quantity and quality without undue delay upon delivery by the Carrier. Any visible damage to the Product packaging or shortages in the number of packages shall be recorded in the Carrier's documentation; otherwise, any claim relating to transport damage may be rejected.
5. Where the Product is collected in person, the Buyer shall collect the Product together with the original VAT invoice and the delivery note (WZ).
6. The risk associated with the delivery of the Product, including the benefits and burdens connected therewith, as well as the risk of accidental loss of or damage to the Product, shall pass to the Buyer upon delivery of the Product to the person authorized to receive it.
§ 8
PAYMENTS
1. Orders shall be processed after the financial security for the transaction has been provided in a manner individually agreed with BioMaxima S.A.
2. Payment may be made by one of the following methods:
i. advance payment by bank transfer to the designated bank account on the basis of a pro forma invoice;
ii. bank transfer with a deferred payment term to the Seller's bank account in accordance with individually agreed commercial terms.
Payment for the Product delivered to the Buyer shall be made on the basis of the VAT invoice issued by the Seller or in accordance with the agreed payment terms, without any right of set-off or deduction.
3. Until the full purchase price specified in the invoice has been paid, the Seller shall retain title to the delivered Products (retention of title pursuant to Article 589 of the Polish Civil Code).
4. In the event of non-payment, BioMaxima S.A. shall, at its sole discretion, be entitled to demand the return of the unpaid Products or compensation if the Product has been consumed, damaged, expired, or if its quality has deteriorated during the period in which it was stored by the Buyer.
5. Where an Order is to be fulfilled on the basis of advance payment, failure to make such payment within the time limit specified in the pro forma invoice or in the Order Confirmation shall result in the Agreement being deemed not to have been concluded.
6. The date of payment shall be deemed to be the date on which the payment is credited to the Seller's bank account.
7. In the event of late payment, the Seller shall be entitled to charge the Buyer statutory default interest.
8. In the event of delayed payments, the Seller shall be entitled, without any additional notice, to assign its receivables to third parties and, in addition to the principal amount and interest, to pursue reimbursement of court costs, enforcement costs, legal representation costs, and debt collection costs.
9. Failure to settle any amount due within the payment deadline specified in the invoice or the Order Confirmation shall entitle the Seller to suspend the execution of any further Orders already accepted until all outstanding amounts have been paid in full.
10. Amounts due to the Seller may not be settled by means of receivables acquired by the Buyer from third parties.
§ 9
COMPLAINTS. PHYSICAL DEFECTS
1. The Buyer shall inspect the delivered Product without undue delay upon receipt or delivery in order to verify its conformity with the Order.
2. In the event of quantitative shortages or physical defects of the Product, the Buyer shall submit a complaint without undue delay, and in any event no later than 7 calendar days from the date of receipt or delivery of the Product, by preparing a non-conformity report together with photographic documentation, failing which the Buyer shall lose the right to file a complaint. A Non-specialized Entity shall notify BioMaxima S.A. of physical defects and quantitative shortages in accordance with the provisions of the Polish Civil Code and shall prepare a non-conformity report together with photographic documentation.
3. Until a quality complaint has been resolved, the disputed Product shall be made available to the Seller for the purpose of identifying the cause of the defect, unless the Seller releases the Buyer from this obligation. In such case, however, the Buyer shall properly store the Product until the complaint has been finally resolved, in a manner preventing any damage or shortages.
4. The Seller shall examine quantitative or quality complaints within 14 days from the date of receipt of the non-conformity report and photographic documentation. Where examination of the Product is necessary, the time limit specified in paragraph 5 below shall apply.
5. Where examination or inspection of the complained Product is necessary for the proper handling of the complaint, the Product shall be delivered to the Seller. In such case, the complaint handling period shall be extended by the time necessary to perform the required examination or inspection, but by no more than an additional 30 days from the date on which the Product is delivered to the Seller.
6. The Buyer shall bear the cost of delivering the complained Product to the Seller.
7. Products returned by the Buyer in connection with a complaint shall be accepted only if they are undamaged and have not been processed or incorporated into the Buyer's manufacturing processes. BioMaxima S.A. shall not be liable for damage resulting from improper use or storage of the Product by the Buyer or for manufacturing errors. In particular, the Buyer shall not be entitled to submit a complaint where the Buyer or any third party has used the Product contrary to its technical specifications.
8. Submission of a complaint shall not release the Buyer from the obligation to pay for the Product within the agreed payment period.
9. The Buyer shall bear the costs of the complaint procedure if the complaint proves to be unfounded.
10. Where the complaint is found to be justified in whole or in substantial part, the Seller shall bear the costs of the complaint procedure. If the complaint is accepted as justified, BioMaxima S.A. may, at its sole discretion, either replace the Product with a new defect-free Product, accept the return of the Product and refund the purchase price, or agree an appropriate price reduction for the complained Products. Settlement of the complaint in any of the foregoing manners shall exclude any further claims for compensation.
§ 10
FORCE MAJEURE
1. Where circumstances beyond the Parties' control arise constituting Force Majeure, including but not limited to natural disasters, war, fire, epidemics, breakdowns at the production facility, or shortages of Products or raw materials preventing the Seller or the Buyer from fully or partially performing their obligations under the Agreement, the Party affected by such Force Majeure shall not be liable for failure to perform or improper performance of its contractual obligations for the duration of the Force Majeure event, provided that it promptly notifies the other Party thereof in writing. The affected obligation shall be performed immediately after the Force Majeure event has ceased, except where the delay in delivery caused by Force Majeure exceeds the delivery period agreed in the Agreement by more than three months. In such event, either Party shall be entitled to terminate the Agreement by written notice to the other Party, and neither Party shall be entitled to claim any compensation.
2. Force Majeure shall not include any event caused by the fault of a Party or by a third party for whom that Party is responsible or whose risk it bears, nor shall it include a lack of financial resources.
§ 11
LIABILITY
1. The Seller shall be liable only for damage caused to the Buyer intentionally.
2. The Seller shall not be liable for any loss suffered by the Buyer in the form of economic losses or loss of profits resulting from defects in the Product.
3. BioMaxima S.A. shall not be liable for the fact that the Products ordered by the Buyer are not suitable for the Buyer's intended purposes, as it is the Buyer's responsibility, as a professional entity, to assess the suitability of the Products for its business activities. This provision shall also apply to Non-specialized Entities.
§ 12
RE-EXPORT
1. The Buyer undertakes not to export any Products purchased from the Seller without obtaining the Seller's prior written consent.
2. In the event of a breach of the above obligation, the Seller shall be entitled to charge a contractual penalty equal to the value of the delivered Products. The contractual penalty shall be payable within 7 days from the date of delivery of the Seller's demand for payment to the Buyer. The contractual penalty shall not prejudice BioMaxima S.A.'s right to seek additional damages under the general provisions of applicable law.
§ 13
GDPR
1. Pursuant to Article 13 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"), BioMaxima S.A. acts as the data controller of the personal data of the Buyer and of persons authorized to conclude and perform Agreements entered into between the Buyer and the Seller.
2. Information concerning the protection and processing of personal data is available on www.biomaxima.com under the Privacy Policy section.
3. Where the performance of an Agreement involves the processing of personal data for which the Buyer acts as the data controller and BioMaxima S.A. processes such data on the Buyer's behalf, the Parties shall enter into a separate Data Processing Agreement.
§ 14
FINAL PROVISIONS
1. These General Terms and Conditions of Sale shall be governed by the laws of the Republic of Poland.
2. Unless otherwise specified, any reference in these General Terms and Conditions of Sale to a section or paragraph shall mean a reference to the corresponding section or paragraph of these General Terms and Conditions of Sale.
3. The invalidity of any individual provision of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.
4. BioMaxima S.A. reserves the right to amend these General Terms and Conditions of Sale.
5. The detailed terms governing agreements concluded with BioMaxima S.A. are strictly confidential. Any breach of confidentiality or unauthorized use of BioMaxima S.A.'s trade secrets shall entitle BioMaxima S.A. to claim a contractual penalty of PLN 1,000. The contractual penalty shall be payable within 7 days from the date of receipt of the demand for payment. The contractual penalty shall not prejudice BioMaxima S.A.'s right to seek additional damages under the general provisions of applicable law.
6. Service of notices or declarations of intent by a postal operator shall also be deemed effective where the postal item has been subject to two unsuccessful delivery attempts (double delivery notice).
7. Matters not regulated by these General Terms and Conditions of Sale shall be governed by the provisions of the Polish Civil Code.
8. Any disputes arising out of or in connection with the conclusion or performance (including non-performance or improper performance) of the Agreement shall be submitted to the competent common court having jurisdiction over the Seller's registered office. However, in claims for payment of any monetary amounts due to the Seller under the Agreement, the Seller shall be entitled to choose the court having jurisdiction over the Seller's registered office, the Buyer's registered office, or the place of performance of the Agreement.
These General Terms and Conditions of Sale, approved by the Management Board of BioMaxima S.A. on 28 December 2022, shall enter into force on 1 January 2023 and shall apply to all deliveries made from that date.
APPENDIX – Acceptance of Electronic Invoices (Template)
Declaration of Acceptance of Electronic Invoicing
Buyer / Invoice Recipient
Full company name:
Address:
VAT Identification Number (NIP):
Pursuant to Article 106n of the Polish VAT Act of 11 March 2004, we hereby consent to the issuance and delivery by:
BioMaxima S.A.
ul. Vetterów 5
20-227 Lublin
NIP 946 23 60 625
of the following documents in electronic form (PDF format):
1. VAT invoices, corrective VAT invoices and duplicates of invoices previously issued and delivered electronically;
2. Debit notes and corrective notes.
The above documents will be sent by BioMaxima S.A. from the following e-mail address:
bok@biomaxima.com
Current recipient's e-mail address (please complete in block capitals):
____________________________________________________
• In the event of any change to the above e-mail address, I undertake to notify BioMaxima S.A. in writing by submitting the “Change of E-mail Address” form.
• I undertake to accept the above documents in paper form where legal or technical obstacles prevent BioMaxima S.A. from issuing or sending them electronically.
• I acknowledge that this declaration may be withdrawn by me, in which case BioMaxima S.A. shall lose the right to issue and send invoices electronically from the day following receipt of the notice withdrawing this consent.
• I declare that I understand and acknowledge that any withdrawal of this declaration must be made in writing, sent by post to BioMaxima S.A., and effectively delivered.
Company stamp and authorized signature(s)
