I.Definitions & Scope of Application
- Scope: These General Terms and Conditions of Sale and Delivery («GTC») apply to all offers, quotations, Order Confirmations, and contracts for the sale and export of Goods concluded by ATC Group sp. z o.o. with international commercial Buyers.
- Seller: ATC Group sp. z o.o., with its registered office in Warsaw, at Aleje Jerozolimskie 109/70, 02-011 Warsaw, Poland, entered into the Register of Entrepreneurs under KRS: 0001021069, NIP: 8982289583, REGON: 524551510 (hereinafter referred to as the «Seller»).
- Buyer: Any natural person or legal entity acting in a professional/corporate capacity acquiring Goods from the Seller through the B2B Portal (https://atcgroup.pl/), e-mail correspondence, or formal commercial agreements.
- Goods: All frozen commodities, agricultural, and food products offered by the Seller, including frozen poultry, hen/rooster cuts, turkey, pork cuts, beef/buffalo products, mutton/lamb, frozen fish/seafood, frozen french fries, and dairy products/powders.
- Exclusion of Buyer’s Terms: The application of any general terms of purchase, delivery conditions, or boilerplate forms provided by the Buyer is explicitly excluded unless expressly approved in writing by an authorized representative of the Seller.
- Exclusion of Consumer Protection: As all transactions are strictly B2B international commercial sales, any statutory consumer rights or statutory cooling-off periods under consumer protection laws are fully excluded.
II.Orders & Contract Formation
- Inquiries & Quotations: Inquiries submitted via the B2B Portal (https://atcgroup.pl/) or direct commercial channels constitute Requests for Quotations (RFQs) and are non-binding on the Seller.
- Contract Binding Effect: A binding sales contract («Contract») is formed exclusively upon the issuance of an official written Order Confirmation or Proforma Invoice by the Seller.
- Verification Period: The Buyer is deemed to have accepted the Order Confirmation in full unless the Buyer notifies the Seller of specific discrepancies in writing within three (3) working days of receipt.
- KYC & Regulatory Vetting: The Seller reserves the right to condition contract execution on the satisfactory completion of «Know Your Customer» (KYC) procedures, background checks, sanitary/veterinary documentation, and anti-sanctions verification.
III.Prices & Price Adjustments
- Agreed Currency & Scope: Prices are stated in Euros (EUR) or US Dollars (USD) as defined in the Order Confirmation. Prices are net of VAT, customs duties, import tariffs, or destination taxes unless explicitly included under the agreed Incoterm.
- Price Indexation & Market Adjustment: The Seller reserves the right to adjust contract prices prior to delivery in the event of documented and significant increases in external costs beyond the Seller’s control, including raw material fluctuations, ocean freight surcharges, fuel tariffs, or currency exchange rate variations.
IV.Delivery Terms, Incoterms 2020 & Risk Transfer
- Incoterms 2020: All delivery terms (FCA, FOB, CFR, CIF, CPT, CIP, EXW) shall be interpreted in accordance with the latest version of INCOTERMS 2020 published by the International Chamber of Commerce (ICC).
- Default Delivery Term: Unless otherwise stipulated in the Order Confirmation, Goods are delivered FCA (Free Carrier) from the Seller’s designated cold storage or port warehouse.
- Transfer of Risk: Risk of loss, temperature fluctuation, deterioration, or damage to the Goods passes to the Buyer as soon as the Goods are placed at the disposal of the first carrier, ocean vessel, or logistics operator at the agreed loading location.
- Delivery Timelines: Delivery dates stated in Order Confirmations are approximate estimates. The Seller shall not be liable for vessel schedule changes, port congestion, customs clearance holds, or sanitary-veterinary inspections at destination ports.
V.Payment Terms & Financial Securities
- Default Payment Term: Sales are conducted on a 100% Prepayment basis prior to release of shipment, unless credit terms or alternative payment instruments have been explicitly confirmed in writing.
- Accepted Trade Finance Instruments: For ocean freight and international container shipments, the Seller may accept an irrevocable, confirmed Documentary Letter of Credit (L/C) payable at sight, Cash Against Documents (CAD), or a Bank Guarantee from a top-tier international bank approved by the Seller.
- Default Interest: Late payments shall automatically accrue commercial interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law) from the due date until full receipt of funds.
- No Unilateral Set-Off: The Buyer shall not be entitled to withhold payments, retain funds, or set off alleged claims against invoice amounts without the Seller’s prior written authorization.
- KSeF & Electronic Invoicing: Invoices are issued electronically (including standard PDF formats and, where applicable under Polish tax regulations, the National e-Invoice System KSeF).
VI.Quality Specifications & Perishable Goods
- Conformity with Specifications: Goods delivered shall comply with the technical product data sheets, veterinary hygiene standards, and quality specifications agreed upon in writing.
- Natural Variations: Minor natural variations in color, size/weight grading, visual appearance, or fat content inherent to natural frozen agricultural commodities do not constitute defects.
- Temperature Integrity: As frozen food commodities require continuous cold-chain management (-18°C or colder), the Seller bears no liability for temperature abuse occurring after risk transfer to the carrier or Buyer. Returns of perishable goods after release are strictly excluded.
VII.Complaint Procedures & Defect Reporting
- Immediate Delivery Inspection: The Buyer or its receiving agent must inspect the Goods immediately upon arrival at the place of delivery for quantity, seals, container condition, and visible defects.
- Transport & Visible Damage Notice: Any shortage, broken seals, packaging damage, or visible temperature issues must be noted directly on the transport documents (Bill of Lading / CMR) in the presence of the carrier and reported to the Seller in writing within 48 hours / 3 working days of delivery. Failure to do so waives all claims for visible defects.
- Hidden Quality Defects Notice: Written notice of hidden quality defects (supported by temperature logs and accredited laboratory test results) must be submitted immediately upon discovery, but no later than within the product’s official shelf life or 12 months from delivery, whichever is shorter.
- Independent Survey: In the event of a quality dispute, either Party may request an independent survey conducted by an internationally recognized inspection agency (e.g., SGS, Bureau Veritas) agreed upon by both Parties. The costs of the survey shall be borne by the non-prevailing Party.
- Remedies for Valid Claims: For accepted quality claims, the Seller may, at its sole discretion: (a) replace the non-conforming portion of the batch, (b) grant a proportional price reduction, or (c) refund the purchase price of the affected portion.
VIII.Retention of Title (Eigentumsvorbehalt)
- Title Transfer: Ownership and title to the Goods shall remain with the Seller until full payment of the invoice price and all outstanding commercial claims relating to the delivery has been received.
- Resale & Fiduciary Duty: Until full title passes, the Buyer holds the Goods as a fiduciary bailee for the Seller, storing them separately and identifiably as the property of the Seller.
- Insolvency Event: In the event of buyer default, insolvency, or bankruptcy, the Seller is authorized to immediately repossess and collect Goods subject to retention of title.
IX.Limitation of Liability
- Direct Damages Only: The Seller’s aggregate monetary liability for any claim arising out of non-conformity or breach of contract shall strictly be limited to direct proven damages and shall not exceed the invoice value of the specific lot of Goods concerned.
- Exclusion of Consequential Losses: The Seller shall in no event be liable for indirect damages, loss of operational profits, loss of business opportunity, demurrage/detention fees at destination ports, or reputational harm suffered by the Buyer.
X.Force Majeure
- Definition: Neither Party shall be held liable for failure or delay in fulfilling contractual obligations caused by events beyond reasonable control («Force Majeure»), including natural disasters, epidemics, wars, armed conflicts, port blockades, dock strikes, energy supply interruptions, customs/sanitary trade embargoes, or government restrictions.
- Extension & Cancellation: In the event of Force Majeure, the performance period is extended for the duration of the obstacle. If the event persists for more than 10 consecutive weeks, either Party may cancel the affected order without penalty or liability for damages.
XI.Sanctions, Export Controls & Compliance
- Anti-Sanctions Undertaking: The Buyer guarantees that neither it, its parent companies, nor the destination end-users are subject to UN, EU, US, or UK international trade sanctions or embargoes.
- No Unlawful Re-export: The Buyer undertakes not to re-export or divert the Goods to embargoed territories or sanctioned entities.
- Sanitary & Customs Compliance: The Buyer bears full legal responsibility for ensuring that the imported Goods comply with the sanitary, veterinary, labeling, and food safety regulations of the destination country.
XII.Governing Law & Jurisdiction
- Applicable Law: These GTC and all sales agreements concluded by ATC Group sp. z o.o. shall be governed by and construed in accordance with the laws of Poland.
- Exclusion of CISG: The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention / CISG) is explicitly excluded.
- Jurisdiction: Any dispute arising out of or in connection with Contracts under these GTC shall be subject to the exclusive jurisdiction of the Polish court having territorial jurisdiction over the Seller’s registered seat in Warsaw, Poland. Alternatively, at the Seller’s sole option, disputes may be referred to international commercial arbitration.
Questions about these terms or a specific contract? Write to contact@atcgroup.pl.