General Terms And Conditions Of Cooperation

INSIDIS sp. z o.o.
Version: 1.0
Effective from: 1 August 2026

§ 1. General Provisions

1. These General Terms and Conditions of Cooperation, hereinafter referred to as the “GTC”, set out the rules for entering into and performing sales agreements between INSIDIS sp. z o.o., with its registered office in Wołomin, at ul. Mickiewicza 33, 05-200 Wołomin, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0001253086, NIP 1251812291, REGON 545236798, hereinafter referred to as the “Seller” or “INSIDIS”, and an entity purchasing Goods in connection with its business or professional activity, hereinafter referred to as the “Buyer”.
2. The GTC constitute standard contractual terms within the meaning of Article 384 of the Polish Civil Code and apply to agreements concluded by INSIDIS with Buyers.
3. The GTC apply exclusively to business-to-business (B2B) transactions.
4. The GTC are made available to the Buyer prior to the conclusion of an agreement, in particular electronically or by enabling the Buyer to download them from the INSIDIS website.
5. Placing an order after the GTC have been made available to the Buyer constitutes acceptance thereof.
6. In the event of any discrepancy between the provisions of the GTC and the individually agreed terms of a specific transaction, the terms individually agreed by the Parties shall prevail.
7. Any general terms and conditions of purchase, regulations or other standard terms used by the Buyer shall not apply unless expressly accepted and signed by INSIDIS in documentary form.

§ 2. Goods, Offers and Documentation

1. INSIDIS sells and distributes raw materials intended in particular for the manufacture of food, food supplements, pharmaceutical products and other professional applications.
2. Information published on the INSIDIS website, in catalogues, presentations, marketing materials and other information materials does not constitute an offer within the meaning of the Polish Civil Code unless expressly stated otherwise.
3. An INSIDIS offer may specify in particular:
   a) the name and type of the Goods,
   b) the manufacturer or origin of the Goods, where applicable,
   c) the quantity or minimum order quantity,
   d) the price and currency,
   e) payment terms,
   f) the estimated delivery date,
   g) delivery terms,
   h) the validity period of the offer.
4. The binding quality parameters of the Goods shall be determined by the specification applicable to the relevant Goods and accepted by the Parties, or by other parameters expressly agreed by the Parties.
5. Documentation relating to the Goods may include, in particular, the product specification, Certificate of Analysis (CoA), Safety Data Sheet, manufacturer’s declarations, certificates and other documents available for the relevant Goods.
6. The Certificate of Analysis (CoA), where issued for the relevant Goods, relates to a specific batch of the Goods.
7. Documentation and information provided by INSIDIS may be based on documentation and information received from the manufacturer or supplier of the Goods.

§ 3. Orders and Conclusion of the Agreement

1. Orders shall be placed in documentary form, in particular electronically, to the e-mail address of an INSIDIS representative or to info@insidis.pl.
2. 2. An order should contain at least:
   a) the Buyer’s details,
   b) the name of the Goods,
   c) the quantity ordered,
   d) the agreed price or reference to the INSIDIS offer,
   e) the delivery address,
   f) the contact details of the person responsible for receiving the Goods.
3. The mere placement of an order by the Buyer does not constitute its acceptance by INSIDIS.
4. A sales agreement shall be concluded upon INSIDIS confirming acceptance of the order for fulfilment.
5. If it becomes necessary to change the terms of an order, in particular the price, quantity, delivery date, payment terms or specification of the Goods, INSIDIS shall promptly inform the Buyer. The amended terms require the Buyer’s acceptance and shall become binding upon such acceptance.
6. INSIDIS may refuse to accept an order, in particular where the Goods are unavailable, the order cannot be fulfilled within the required timeframe, or the Buyer has overdue payment obligations.
7. Any amendment or cancellation of an order after it has been accepted for fulfilment requires the consent of INSIDIS.
8. In the case of Goods imported, manufactured or ordered specifically for the Buyer, INSIDIS may make fulfilment of the order conditional upon partial or full prepayment and may stipulate that the order cannot be cancelled once it has been placed with the manufacturer or supplier.

§ 4. Prices

1. Prices offered by INSIDIS are net prices unless expressly stated otherwise.
2. VAT shall be added to the price at the rate applicable under the laws in force.
3. Prices may be quoted in PLN, EUR, USD or another currency agreed by the Parties.
4. Transport costs, non-standard packaging costs, additional testing costs and other costs related to order fulfilment shall be agreed individually in each case and specified in the offer. By placing an order, the Buyer accepts the costs specified in the offer.

§ 5. Delivery and Receipt of Goods

1. The place and terms of delivery shall be specified in each case in the offer or order confirmation.
2. 2. Delivery may be made in particular:
   a) through a carrier or logistics operator,
   b) by personal collection,
   c) directly from the manufacturer or supplier to the Buyer,
   d) in another manner agreed by the Parties.
   a) za pośrednictwem przewoźnika lub operatora logistycznego,
   b) poprzez odbiór osobisty,
   c) bezpośrednio od producenta lub dostawcy do Kupującego,
   d) w inny sposób uzgodniony przez Strony.
3. The Buyer shall ensure that the Goods can be efficiently received and unloaded.
4. 4. Upon receipt, the Buyer shall check in particular:
   a) the number of packages or logistics units,
   b) the condition of the packaging,
   c) any visible damage to the shipment,
   d) the conformity of the delivery with the transport document.
5. If visible damage, shortages or other irregularities are identified, the Buyer should record them on the transport document or prepare a damage report with the carrier and, where possible, take photographic evidence. Failure to prepare a damage report may prevent claims relating to damage or shortages occurring during transport from being pursued.
6. The Buyer should promptly inform INSIDIS of any irregularities identified.
7. Goods correctly delivered may only be returned with the prior consent of INSIDIS.

§ 6. Partial Deliveries and Delivery Time

1. The delivery time shall be specified in the offer or order confirmation.
2. INSIDIS may fulfil an order in partial deliveries where the nature of the order allows this and where this does not materially prejudice the Buyer’s interests.
3. Each partial delivery may be documented and invoiced separately.
4. In the event of circumstances causing a material delay, INSIDIS shall promptly inform the Buyer thereof and, where possible, indicate the expected new delivery date.
5. INSIDIS shall not be liable for delays caused by circumstances beyond its reasonable control.

§ 7. Payment Terms and Security for Receivables

1. The payment deadline and method shall be specified in the offer, order confirmation or invoice.
2. Payment shall be deemed made on the date on which the INSIDIS bank account is credited.
3. INSIDIS may make fulfilment of an order conditional upon partial or full prepayment.
4. In the event of late payment, INSIDIS shall be entitled to statutory interest for late payment in commercial transactions and any other amounts due under applicable law.
5. The submission of a complaint does not entitle the Buyer to withhold payment for delivered Goods and does not suspend or extend the payment deadline.
6. In the event of overdue payments, INSIDIS may suspend the fulfilment of subsequent orders until the outstanding amounts have been paid.
7. INSIDIS may insure or otherwise secure, in any legally permissible manner, receivables arising from its cooperation with the Buyer.
8. Until the full price has been paid, the Goods shall remain the property of INSIDIS unless otherwise agreed by the Parties.

§ 8. Quality Documentation

1. INSIDIS shall provide the Buyer with quality documentation available and applicable to the relevant Goods to the extent agreed in connection with the relevant transaction.
2. The quality parameters of a specific batch of Goods shall be specified in the Certificate of Analysis (CoA) applicable to that batch.
3. Before using the Goods, the Buyer shall review the documentation applicable to the relevant Goods.
4. The Goods shall be stored, transported and handled in accordance with the conditions specified in the manufacturer’s documentation or other documentation applicable to the Goods.
5. INSIDIS shall not be liable for deterioration of the properties of the Goods resulting from improper storage, transport or handling after the Goods have been taken over by the Buyer or an entity acting on the Buyer’s behalf.

§ 9. Inspection of Goods by the Buyer

1. Before using, processing, repackaging, mixing with other raw materials or reselling the Goods, the Buyer shall inspect them to an extent appropriate to the type of Goods and their intended use.
2. The Buyer should verify in particular:
   a) the name of the Goods,
   b) the batch number,
   c) the quantity of the Goods,
   d) the condition and labelling of the packaging,
   e) the conformity of the documentation supplied,
   f) the quality parameters relevant to the intended use of the Goods.
3. Where required by the nature or intended use of the Goods, the Buyer should conduct appropriate tests, analyses or technological trials before using them.
4. Commencing processing, mixing, repackaging or other use of the Goods despite the existence of a non-conformity that could have been detected during a proper inspection may result in the loss of the right to make a complaint in this respect.

§ 10. Intended Purpose and Use of the Goods

1. INSIDIS shall be responsible for the conformity of the delivered Goods with the specification accepted by the Parties.
2. INSIDIS does not guarantee the suitability of the Goods for a specific application intended by the Buyer unless such suitability has been expressly confirmed by INSIDIS in documentary form.
3. The Buyer shall be responsible for assessing the suitability of the Goods for their intended use.
4. In particular, the Buyer shall be responsible for assessing compliance with applicable laws regarding:
   a) the formulation of the final product,
   b) the quantity or dosage of the Goods used,
   c) the technological process,
   d) the labelling of the final product,
   e) claims, communications and information addressed to consumers or other recipients,
   f) placing the final product on a specific market.
5. Technical, commercial or application-related information concerning the Goods provided by INSIDIS is for information purposes only and does not replace the legal, technological or quality assessment to be carried out by the Buyer or the manufacturer of the final product.
6. The Buyer shall verify in each case whether the use of the Goods and the information relating to the final product comply with the laws applicable in the market in which the final product is to be placed on the market.

§ 11. Shelf Life and Retest Date

1. The expiry date, best-before date, retest date or other shelf-life period applicable to the Goods, where relevant, shall be determined by the labelling of the Goods, the manufacturer’s documentation or the documentation applicable to the specific batch.
2. The Buyer shall take into account the remaining shelf life of the Goods when planning their use.
3. If a specified minimum remaining shelf life of the Goods is of material importance to the Buyer, the Buyer should inform INSIDIS thereof before placing an order.
4. INSIDIS shall not be liable for the Buyer exceeding the expiry date, best-before date or retest date after the Goods have been correctly delivered.

§ 12. Samples

1. Samples of Goods provided to the Buyer are intended in particular for analyses, technological trials and assessment of the suitability of the Goods for their intended use.
2. The provision of a sample does not constitute a guarantee that every subsequent batch of the Goods will be identical to the sample with respect to parameters not specified in the applicable specification of the Goods.
3. The basis for assessing the conformity of the delivered Goods shall be the accepted specification and the Certificate of Analysis (CoA) applicable to the specific batch.

§ 13. Complaints

1. Complaints shall be submitted to INSIDIS electronically in documentary form.
2. Complaints relating to transport damage, quantity shortages or other non-conformities identifiable upon receipt of the Goods should be submitted immediately upon receipt.
3. Complaints relating to other non-conformities that could be identified during a proper inspection of the Goods should be submitted promptly, but no later than 7 days after receipt of the Goods.
4. In the event of a latent defect that could not have been identified during a proper inspection of the Goods following receipt, the complaint should be submitted promptly after its discovery, but no later than 7 days from the date of discovery.
5. A complaint should contain at least:
   a) the name of the Goods,
   b) the batch number,
   c) the order or invoice number,
   d) the quantity of Goods covered by the complaint,
   e) a detailed description of the identified non-conformity,
   f) photographic documentation, where applicable,
   g) test or analysis results, where the complaint is based on such results.
6. The Buyer shall secure the Goods subject to the complaint and store them under conditions appropriate for the relevant Goods until the complaint procedure has been completed.
7. Without prior agreement with INSIDIS, the Buyer should not return, destroy or otherwise dispose of the Goods subject to the complaint in a manner preventing their further assessment.
8. INSIDIS may request a sample of the Goods subject to the complaint as well as additional documents or information necessary to assess the complaint.
9. In the event of a dispute concerning quality parameters, INSIDIS may commission an appropriately collected sample to be tested by an independent and competent laboratory.
10. If the independent test confirms that the Goods do not conform to the agreed specification, reasonable testing costs shall be borne by INSIDIS. If the test does not confirm the reported non-conformity, reasonable testing costs may be charged to the Buyer.
11. INSIDIS shall consider a complete complaint within 21 days from the date of receipt of the information, documents and materials necessary to assess it.
12. If consideration of the complaint requires additional testing, analyses, expert opinions, obtaining the manufacturer’s position or other actions beyond the control of INSIDIS, the complaint-handling period may be extended, of which the Buyer shall be informed.
13. Failure to consider a complaint within the period specified above shall not constitute automatic acceptance of the complaint.
14. If a complaint is accepted, INSIDIS may, depending on the circumstances:
    a) replace the Goods with defect-free Goods,
    b) supply the missing quantity,
    c) reduce the price accordingly,
    d) refund the amount paid for the Goods covered by the complaint.

§ 14. Statutory Warranty and Liability

1. To the extent permitted by applicable law, INSIDIS’ liability under the statutory warranty for defects in the Goods is excluded.
2. The exclusion of the statutory warranty does not exclude the possibility of submitting a complaint in accordance with the procedure set out in § 13 of the GTC.
3. INSIDIS shall be liable for the conformity of the delivered Goods with the specification accepted by the Parties.
4. INSIDIS shall not be liable for damage or non-conformities resulting in particular from:
   a) improper storage of the Goods,
   b) improper transport after the Goods have been taken over by the Buyer or an entity acting on its behalf,
   c) use of the Goods contrary to their intended purpose or documentation,
   d) repackaging, processing or modification of the Goods,
   e) mixing the Goods with other substances,
   f) an improper technological process,
   g) use of the Goods in a product, formulation or dosage that does not comply with applicable law.
5. INSIDIS shall not be liable for the compliance of the Buyer’s final product with applicable law or for its formulation, dosage, labelling, claims, presentation or manner of placing it on the market.
6. To the extent permitted by applicable law, INSIDIS shall not be liable for loss of profits or any indirect or consequential damages.
7. Except where limitation of liability is prohibited by mandatory provisions of law, the total liability of INSIDIS arising out of or in connection with a specific delivery shall be limited to the net value of the Goods to which the event giving rise to liability relates.
8. The limitations of liability set out in the GTC shall not apply to damage caused intentionally or in other cases where liability cannot be excluded or limited under applicable law.

§ 15. Legal Compliance and Trade Restrictions

1. Each Party shall comply with the laws applicable to the part of the transaction performed by that Party.
2. The Buyer undertakes to use, process and resell the Goods in accordance with applicable law.
3. The Buyer undertakes to comply with applicable regulations concerning economic sanctions, import and export restrictions and other restrictions on international trade.
4. The Buyer may not resell or otherwise dispose of the Goods in a manner that would result in a breach of laws or restrictions applicable to INSIDIS or the relevant transaction.

§ 16. Force Majeure

1. INSIDIS shall not be liable for any failure or delay in performing an obligation to the extent that such failure or delay is caused by circumstances beyond INSIDIS’ reasonable control.
2. Such circumstances include, in particular, natural disasters, fires, floods, epidemics, acts of war, riots, strikes, decisions of public authorities, import or export restrictions, transport disruptions, infrastructure failures, shortages of raw materials and significant disruptions in supply chains.
3. INSIDIS shall inform the Buyer of any circumstances materially affecting the fulfilment of the order and, where possible, of their anticipated impact on the delivery time.

§ 17. Confidentiality

1. The Parties undertake to keep confidential all commercial, pricing, technical and quality information, as well as other information relating to their cooperation, that is not publicly available.
2. Confidential information may only be used for purposes related to the cooperation between the Parties.
3. Confidential information may be disclosed to employees, contractors, advisers and other entities only to the extent necessary for the performance of the cooperation and subject to an appropriate level of confidentiality.
4. The confidentiality obligation shall not apply to information whose disclosure is required by applicable law, a final court judgment or a request from an authorised authority.
5. The confidentiality obligation shall remain in force after termination of the cooperation between the Parties.

§ 18. Personal Data Protection
The rules governing the processing of personal data by INSIDIS are set out in the Privacy Policy available on the INSIDIS website.

§ 19. Final Provisions

1. The GTC and agreements concluded on the basis thereof shall be governed by Polish law.
2. The Parties shall seek to resolve amicably any disputes arising from their cooperation.
3. If an amicable resolution of a dispute is not possible, the dispute shall be submitted to the court having territorial jurisdiction over the registered office of INSIDIS, to the extent that such choice of jurisdiction is permitted under applicable law.
4. If any provision of the GTC is found to be invalid, ineffective or unenforceable, this shall not affect the validity or effectiveness of the remaining provisions.
5. INSIDIS may amend the GTC. The amended GTC shall apply to agreements concluded after the new version enters into force unless otherwise agreed by the Parties.
6. The current version of the GTC is available on the INSIDIS website.
7. Matters not regulated by the GTC shall be governed by Polish law, in particular the Polish Civil Code.
8. These GTC shall be effective from 1 August 2026.

INSIDIS Sp. z o.o.
Mickiewicza 33
05-200 Wołomin
KRS: 0001253086
NIP: 1251812291
REGON: 545236798
www.insidis.pl
info@insidis.pl