General terms of sale

The General Terms and Conditions of Sale (“Conditions”) govern all agreements (“Agreement”) between BevWorks Sp. z o. o. NIP: 5213920477 (“Company”), whose registered office is in Warsaw, Ukry Raj 4/2; 02-757 Warsaw, and the Customer (“Purchaser”) for the order and delivery of goods (“Goods”).

These Terms and Conditions shall prevail over all other terms and conditions unless the Company and the Buyer expressly agree otherwise in writing. These Terms and Conditions apply to all sales transactions of the Company and no variation to these Terms and Conditions will be effective unless expressly agreed in writing and signed by a person representing the Company.

The Buyer acknowledges that he may not rely on any representation or promise made on behalf of the Company which is not set out in the Conditions or in writing and expressly acknowledged by the Company.

These Terms and Conditions do not constitute an offer for sale.

1. PRICES AND AVAILABILITY

1.1 The prices given in the Company’s latest price list are net prices and do not include VAT and may be changed by the Company without notice at any time before the Company accepts the Buyer’s order.

1.2 Duties and taxes will be charged at the rates applicable at the time of shipment.

1.3 Fulfillment of orders will be subject to the availability of Goods and where demand for any reason exceeds supply, the Company may allocate Goods to its customers at its sole discretion.

1.4 If the Buyer places an order for a product of a specific vintage and the available quantity of the product of that vintage is not sufficient to fulfill the order, the Company reserves the right to reject the order or to fulfill it with a product of a comparable vintage and to issue an invoice to the Buyer for the applicable price. for the replacement year.

1.5 The Company may refuse to accept an order if its acceptance would result in the Buyer exceeding the agreed credit limit.

1.6 No contractual obligation will arise between the Company until the Company (a) sends written acceptance of the order, which may be by e-mail, or (b) dispatches the Goods.

2. DELIVERY

2.1 Deliveries are made within 2 business days from receipt of the order, unless the Buyer expects delivery at a later date indicated in the order. The delivery will be made by the Company to the address indicated by the Buyer and consistent with the address indicated in the alcohol trade license. The Company will not be liable for any loss or damage caused by delivery under this clause including, without limitation, loss or damage of any kind caused by or arising from late delivery.

3. RISK AND TITLE OF GOODS

3.1 The risk related to the Goods passes to the Buyer upon delivery of the Goods to the Buyer.

3.2 Ownership of the Goods shall pass to the Buyer upon receipt by the Company of full payment of all amounts due to it from the Buyer, whether or not due, in respect of any Goods or services supplied by the Company to the Buyer.

3.3 Until ownership passes to the Buyer, the Buyer shall maintain the Goods in good condition and be insured against all risks, including, but not limited to, theft and damage from any cause whatsoever. Evidence of such insurance will be provided by Buyer upon request

3.4 The Buyer may assign receivables arising from the Agreement concluded between the Buyer and the Company resulting from the Buyer’s order of Goods only provided that such assignment will be made in the normal course of the Buyer’s business, at the full market value of the Goods. The buyer remains obliged to pay the amount due to the Company. Delivery of the Goods will be carried out in accordance with the original arrangements with the Buyer, i.e. directly to the Buyer, unless another order is directed by the Buyer to the Company.

3.5 The Buyer agrees that before payment, whether due or not, is made for the Goods in the Buyer’s possession, the Company will be entitled to carry out an audit of the premises where the Goods may be located. The Buyer is obliged to store the Goods until full payment is made in places that meet the requirements for proper storage of products of this type.

4. SALE OR RETURN

4.1 Goods that are of full value and free from any defects are not subject to return after delivery, unless expressly agreed in writing by the Company or in accordance with clause 6 of these Conditions.

5. STORAGE AND DISPLAY OF PRODUCTS

5.1 The Buyer undertakes to store and, where appropriate, display the Goods in conditions appropriate to maintain the quality of the Goods and their external appearance.

5.2 The Company shall not be liable (whether in contract, tort, negligence or otherwise) for any loss or damage suffered by the Buyer in the event that the Buyer fails to comply with its obligations under this this clause.

6. COMPLIANCE WITH THE ORDER AND COMPLAINTS

6.1 After delivery of the Goods, it is the Buyer’s responsibility to check immediately that the physical quantity of the Goods delivered corresponds to the quantity indicated on the delivery note and that the delivered Goods are not damaged. The Company shall not be liable to the Buyer for quantity differences or defects in the Goods unless the Buyer has noted any such differences, missing Goods or damage on the delivery note or noted them in detail in an e-mail to the Company within 48 hours of delivery. Any physically damaged Goods must be retained by the Buyer for inspection within 4 weeks by the Company.

6.2 Complaints regarding matters referred to in point 6.1 must be submitted to the Company in writing no later than 48 hours after delivery of the Goods.

6.3 The Company guarantees that the Goods are of satisfactory quality on the date of delivery and that they comply in all material respects with any written specifications supplied by the Company. Subject to the provisions of this Clause 6.3, all other warranties and guarantees (express or implied) are excluded to the fullest extent permitted by law (provided that this exclusion does not apply if the Purchaser is making a purchase outside its business or trade).

6.4 If the Buyer makes a complaint in relation to the quality of the contents of the Goods or in connection with the warranty given in clause 6.3, the Buyer will notify the Company and, notwithstanding clause 6.5, the Company will only be liable to the Buyer if at least two thirds of the contents of the bottle and the original the cork is returned to the Company within 7 days of the Buyer becoming aware of the quality problem.

6.5 Where the Company is satisfied that the claims relating to the matters set out in clauses 6.1 and 6.4 are correct, the Company will (at its sole discretion) replace the Goods in question or refund any amounts paid by the Buyer in respect of the Goods in question. The Company, subject to clause 6.6, shall have no further liability (whether in contract, tort, negligence or otherwise) to the Purchaser in this respect.

6.6 The Company’s liability is not limited or excluded in the event of death or personal injury caused by the Company’s negligence or fraud or fraudulent misrepresentation.

6.7 Subject to clause 6.6, the Company shall not be liable in any way whether in contract, tort, negligence, breach of statutory duty or otherwise for any indirect, consequential or special loss (including, without limitation, loss of business, loss of goodwill and loss of reputation) or loss of profits of the Buyer.

6.8 With the exception of the liability referred to in point 6.6 and liability for defective products, the Company’s total liability in respect of any breach of the Agreement, tort or omission arising under or in connection with the Agreement (“Faulty performance of the contract”) is limited to amounts paid or payable to the Company by the Buyer in relation to the quantity of Goods affected by improper performance of the Agreement.

7. INTELLECTUAL PROPERTY:

7.1 The Buyer expressly acknowledges the exclusive rights of the Company in all registered and unregistered trademarks owned by the Company (“Trademarks”) and in all trade names, trademarks, domain names, goodwill and the right to bring claims against the Company for passing off, copyright, database rights, design rights and other intellectual property rights, whether registered or unregistered, belonging to the Company (collectively: “Company Intellectual Property Rights”).

7.2 The Company’s intellectual property rights are the property of the Company and may not be used by the Buyer without the prior written consent of the Company.

7.3 The Buyer shall not do, cause or permit any act which may impair or damage the reputation or goodwill associated with the Company or the Trademarks, which affects or may adversely affect the value or validity of the Trademarks, which may jeopardize the value of the Trademarks or which may jeopardize or invalidate any registration or application for registration of the Company’s Trademarks or the Company’s title to the Company’s Trademarks.

7.4 The Buyer does not claim ownership of the Trademarks or have the right to register the Trademarks or any other trademark which, in the opinion of the Company, is identical or confusingly similar to the Company Trademarks or which constitutes a translation thereof into Polish.

7.5 The Buyer has no right to register or use any domain name and will not buy or sell any keywords or hyperlinks consisting of the Trademark or any other mark of BevWorks Sp. z o. o., which, in the opinion of the Company, are identical or confusingly similar to the Company’s Trademark, unless with prior notice with the written consent of the Company and solely for the purpose of selling the Goods in accordance with the Agreement and these Conditions.

7.6 The Buyer will not use the Company’s Trademarks or Intellectual Property Rights on any social networking site for any purpose other than selling the Goods in accordance with the Agreement and these Terms and Conditions and solely by means of photos and visualizations of the Goods provided by the Company at the Buyer’s request.

8. FORCE MAJOR

8.1 Force majeure means all events beyond the reasonable control of the Company, including, but not limited to, failure of production machinery, fire, war, riots, civil unrest, local or national strike, missing, defective or delayed deliveries from sub-suppliers, bad harvests, lack of power labor and/or fuel, trade or currency restriction, government intervention, etc. (hereinafter referred to as “Force Majeure”). The Company is not obliged to notify the Buyer of the occurrence of force majeure circumstances.

8.2 If the performance of the Company’s obligations is delayed or hindered due to circumstances constituting Force Majeure, the Company’s performance of its obligations will be suspended for as long as these circumstances last. The deadline for the implementation of the Agreement by the Company will be extended by the duration of Force Majeure. If the performance of the Company’s obligations becomes unprofitable or impossible due to circumstances constituting Force Majeure, the Agreement will be terminated and the Company and the Buyer will take steps to restore the situation of the Company and the Buyer prior to the conclusion of the Agreement.

8.3 If the circumstances giving rise to force majeure persist for a period of at least six months, the Company or the Buyer may terminate the Agreement without liability to the other party.

9. PAYMENT

9.1 Payment is due by the due date on the invoice unless otherwise agreed. Without prejudice to other rights and remedies, the Company reserves the right to suspend deliveries and suspend further deliveries in the event of delay in payment for a period of more than 5 days from the invoice due date. If the Buyer is in arrears with payment for a period longer than 15 days from the invoice due date, the Company may cancel another order placed but not completed by the Buyer.

10. EXPORT OUTSIDE THE EUROPEAN UNION/EUROPEAN ECONOMIC AREA

10.1 The Buyer will not export the Goods, directly or indirectly, outside the European Union or to countries outside the European Economic Area.

10.2 The Buyer also undertakes to ensure that its customers do not export the Goods, directly or indirectly, outside the European Union or to countries outside the European Economic Area.

10.3 If the Buyer exports the Goods, directly or indirectly, outside the European Union or to countries outside the European Economic Area, the Company may suspend deliveries to the Buyer and seek compensation from the Buyer in court for violating the above prohibition.

10.4 Orders intended for export outside the European Union or European Economic Area must specify quantities, country of destination and name of the recipient. The Company has the right to reject such an order.

11. PRESENTATION AND PACKING OF GOODS

11.1 All packaged Goods purchased from the Company for the purpose of: (a) resale, trade or promotional use must be resold or used by the Buyer only in such condition as sold by the Company or in such condition as may be determined by the Company and in particular all bottles, containers, labels, capsules, stoppers and other packaging must remain intact and must not be modified, added, altered in any way or show any trace of tampering; (b) consumption in licensed catering establishments will be presented in the packaging in which they were sold by the Company or in such form as may be determined by the Company.

11.2 The Buyer must not resell the Goods or other products of the Company, whether or not purchased from the Company, if the bar code on the bottle has been removed or damaged or otherwise made illegible by the Buyer or any other third party.

12. CONFIDENTIALITY

12.1 Each party to the Agreement is obliged to keep strictly confidential all information regarding the activities and affairs of the other party obtained from the other party to the Agreement under the Agreement or as part of its conclusion or negotiations. This information will be used by the other party only to achieve the objectives of the Agreement and may be disclosed only to persons managing the party to the Agreement and to employees to whom disclosure is justified by the need to achieve the objectives of the Agreement and to the extent necessary.

12.2 The obligations set out in clause 12.1 above shall survive the expiration or termination of the Agreement for a period of 1 year from such termination or expiry. This obligation does not apply to information which: (a) are generally known; (b) the party obtained the information prior to disclosure; (c) a party may disclose with the consent of the other party to the Agreement; (d) disclosure is required by applicable law.

13. RESPECT FOR LAW

13.1 In its activities, the Buyer is obliged to comply with all applicable laws, regulations and national and international conventions, as well as to apply best practices, in particular in the field of labor standards and social responsibility, environmental protection and business ethics and honesty.

13.2 The Buyer is obliged to respect the principles set out in the Conventions of the International Labor Organization, the Universal Declaration of Human Rights, the United Nations Global Compact, the OECD Guidelines for Multinational Enterprises and the United Nations Principles on the Equality of Women, and is also obliged to ensure that during the performance of the Agreement concluded that the Buyer Company will act in full compliance with the above regulations.

13.3 The Buyer is obliged to fully respect labor law and other regulations applicable to contracts concluded with employees and persons employed on a civil law basis. The buyer is obliged to make all notifications required by law and thus prevent illegal employment.

13.4 The Buyer is obliged not to employ persons under 18 years of age on any legal basis, and if the legislation of the Buyer’s country imposes a higher age for admitting children to work or completing compulsory education than 18 years of age, the Buyer is obliged not to employ persons under this age on any legal basis. .

13.5 The Buyer is obliged to refrain from any illegal employment as part of its business, and in particular is obliged not to engage in forced labor or participate in human trafficking. The Buyer is therefore obliged not to allow any seizing of identity documents, work permits, requiring any deposit or applying other coercive measures in relation to employees and persons employed by the Buyer on any basis.

13.6 The Buyer is obliged to ensure that all persons employed by the Buyer on any legal basis have the right to freely take up or terminate employment. The buyer is obliged to respect the right to free movement of employees.

13.7 The Buyer is obliged to treat and deal with all employees and persons employed on any other legal basis with due respect and dignity. The Buyer is obliged to refrain from any behavior and practices related to corporal punishment, physical, sexual, verbal and psychological harassment, abuse of any kind and is obliged not to use mobbing in his activities.

13.8 The Buyer is obliged to treat all employees equally and fairly, regardless of the legal basis of this employment. The Buyer is obliged to refrain from any form of discrimination of employed persons, in particular in terms of remuneration, employment, access to training, promotions, maternity protection or dismissal due to gender, race or ethnic origin, religion, age, disability, sexual orientation, political affiliation , trade union membership, nationality, gender identity, origin or social affiliation.

13.9 The Buyer is obliged to pay remuneration to its employees and persons employed on any legal basis in a timely manner and in accordance with regulations, at least once a month, to remunerate employees for overtime hours at the rate applicable to them under applicable regulations, and to provide all employee benefits required by law. The Buyer is obliged to provide remuneration to its employees and other persons employed on any other legal basis that is not less than the minimum wage.

13.10 The Buyer is obliged to comply with the laws and regulations regarding working hours and days off in relation to its employees and persons employed on any legal basis.

13.11 The Buyer is obliged to respect and recognize the right of employees to conduct collective negotiations and to create or join employee organizations. The Buyer undertakes not to apply any sanctions, discrimination or harassment to the above employees.

13.12 The Buyer is obliged to provide its employees and persons employed on any legal basis with a safe and healthy working environment.

14. GOVERNING LAW AND VALIDITY; DISCLAIMER

14.1 These General Terms and Conditions of Sale and each Agreement concluded between the Parties are subject to Polish law.

14.2 In matters not regulated in these General Terms and Conditions of Sale and in each contract concluded between the Parties, the general provisions of Polish law shall apply.

14.3 The waiver by either party of the right to claim any damages in connection with the breach or non-performance of the Agreement by the other party shall not be construed as a waiver of other claims arising from the non-performance or breach of the Agreement. Such waiver will not affect the performance of the terms of the Agreement.

15. FINAL PROVISIONS

15.1 The Parties declare that if any of the provisions of the Agreement are deemed invalid or ineffective, the remaining provisions of the Agreement shall remain in force.

15.2 All correspondence and notifications related to the Agreement concluded between the parties will be made in writing addressed to the other party via e-mail to the e-mail address indicated by both parties, for BevWorks office@bevworks.pl or in writing to the postal address of the party’s registered office. .

15.3 The Parties declare that no subject matter of the Agreement concluded between the Parties is the subject of any right or claim of a third party and is free from any encumbrances.