Order – A statement by the Buyer expressing its intention to acquire the Goods from the Seller, setting out the expected terms of the transaction, including the identification and quantity of the Goods, price, and the agreed delivery and payment conditions.

Seller – Comodeus Sp. Z o.o., with its registered office at ul. Grzybowska 87, 00-844 Warsaw, Poland. NIP: 5273124979, KRS: 0001120641, REGON: 529342449.

Buyer – Any legal entity, organizational unit without legal personality, or natural person conducting business activity, which enters into a Sales Agreement with the Seller and acquires Goods under the terms set out in such agreement and these General Sales Conditions.

Party / Parties – Individually, the Seller or the Buyer, and collectively, the Seller and the Buyer. Goods – The food products specifically identified in the “Goods” section of the Sales Agreement, which form the subject matter of the contract between the Parties.

Sales Agreement – A contract executed using the Seller’s standard template, under which the Seller agrees to supply the Goods to the Buyer and the Buyer undertakes to pay the agreed price, in accordance with the Essential Conditions.

Essential Conditions – The principal terms of the Sales Agreement, including the designation and technical specification of the Goods (with any required documentation), quantity, price, delivery schedule, and payment terms.

§1. GENERAL TERMS

1. These General Sales Conditions (“GSC”) form an integral part of every Sales Agreement, regardless of whether the Sales Agreement explicitly references them. 2. The Parties shall be bound solely by the terms of the Sales Agreement together with these GSC. The provisions set out therein are comprehensive. Accordingly, any other terms, including those found in templates, standard forms, general conditions issued by the Buyer, trade associations, commodity exchanges, or similar bodies, shall be excluded, whether they are referred to by the Buyer, either expressly or implicitly. Any modifications to the Sales Agreement must be made in writing and signed by both Parties; otherwise, they shall be void. 3. Except as provided in Clause 4 below, the GSC may only be modified or waived by specific provisions contained within an individual Sales Agreement. In case of any conflict between the terms of the Sales Agreement and the GSC, the Sales Agreement shall prevail. 4. The Seller reserves the right to update or revise these GSC at any time. Such changes shall not affect Sales Agreements that have already been executed. For each Sales Agreement, the version of the GSC effective on the date of the Seller’s signature shall apply; if no signature date is indicated, the version in force on the date of conclusion of the Sales Agreement shall govern. 5. The Seller’s failure to enforce any provision of these GSC or any right under applicable law shall not constitute a waiver of such rights, in whole or in part, nor shall it prevent the Seller from exercising such rights at a later time.

§2. CONCLUSION OF THE SALES AGREEMENT

1. A Sales Agreement shall be valid and binding only if executed by a person duly authorized to represent the Seller, including members of the Management Board acting within their authority or properly appointed commercial proxies. 2. A Sales Agreement shall be deemed concluded in the following circumstances: a. If the Buyer submits an Order using the Seller’s standard Sales Agreement form – upon the Seller signing the form and sending it to the Buyer, no signature from the Buyer being required. b. If the Buyer submits an Order by other means (e.g., telephone, e-mail) – three (3) days after the Seller sends a signed Sales Agreement consistent with the Essential Conditions of the Order, unless the Buyer signs and returns it earlier. c. If the Sales Agreement signed by the Seller deviates from the Order regarding the Essential Conditions – upon the Buyer signing and returning the document to the Seller. 3. Execution in documentary form, including sending a scanned signed document via e-mail to the address specified in the Sales Agreement, shall suffice for concluding the Sales Agreement. 4. Provisions differing from the Essential Conditions in the Sales Agreement shall be deemed accepted by the Buyer unless objections or amendments are raised within three (3) days by e-mail. Any such objections or amendments shall be binding only if expressly accepted by the Seller. Failure to reach agreement shall prevent conclusion of the Sales Agreement. 5. If the Buyer does not raise objections and performs under a signed Sales Agreement containing the agreed Essential Conditions, the contract shall be considered concluded under the Sales Agreement and these GSC. Any provisions in documents issued by the Buyer shall have no binding effect unless signed by an authorized representative of the Seller.

§3. PRICE AND PAYMENT TERMS

1. The price of the Goods shall be specified in the Sales Agreement, either per unit, per weight, or as a total amount. 2. All prices are net and exclude public-law charges, including taxes, duties, or fees payable by the Buyer. If authorities impose anti-dumping duties or other charges, including retroactively, the Seller may increase the price accordingly. 3. Unless otherwise agreed, payment shall be made no later than three (3) days prior to the scheduled shipment to the Seller’s bank account indicated on the invoice sent by e-mail. This term applies where the Buyer lacks valid trade credit insurance or exceeds the insured limit. 4. Payment is deemed made once credited to the Seller’s bank account. 5. In case of delay in payment, the Seller may, without prejudice to other statutory rights: a. suspend performance, including withholding delivery; b. charge statutory maximum interest for commercial delays; c. reports the Buyer to relevant debtor registers under applicable law. 6. If payment is delayed by more than seven (7) days, the Seller may sell the Goods to third parties and claim damages. 7. If payment is delayed by more than fourteen (14) days, the Seller may withdraw from the Sales Agreement, in whole or in part, without further notice. Withdrawal must be documented in writing within 180 days of the payment deadline. 8. Submission of a complaint by the Buyer does not relieve it from timely payment. 9. The Seller may set off any of its receivables against the Buyer’s obligations, whether due or not, by written declaration sent via e-mail. 10. The Buyer may not set off its receivables against the Seller without prior written consent.

§4. DELIVERY AND TRANSPORT

1. International deliveries shall follow Incoterms® 2020. Domestic deliveries shall apply the rules accordingly unless otherwise agreed. 2. Where no Incoterms rule is specified, DDP (Delivered Duty Paid) shall apply. 3. The Buyer is obliged to collect the Goods at the location and date specified in the Sales Agreement. 4. In case of delay in collection, the Seller may store or unload the Goods at the Buyer’s risk and expense, charge penalties, suspend performance, or sell the Goods to third parties if the delay exceeds seven (7) days. 5. If the delay exceeds fourteen (14) days, the Seller may withdraw from the Sales Agreement and claim a contractual penalty of 15% of the gross price of uncollected Goods, without prejudice to further claims for damages. 6. Risk of accidental loss or damage passes to the Buyer upon delivery or on the scheduled delivery date if delayed by the Buyer.

§5. LIABILITY, COMPLAINTS AND LIMITED WARRANTY

1. Complaints regarding visible defects must be submitted within three (3) days of delivery; other defects must be reported within seven (7) days of discovery, by e-mail and telephone. 2. Complaints must include a detailed description, supporting evidence, and the Buyer’s proposed remedy. 3. Complaints shall be processed within thirty (30) days, extendable once by thirty (30) additional days. Lack of response shall be deemed rejection. 4. Any warranty granted is limited, based on the manufacturer’s warranty, and applies only under proper storage and transport conditions. 5. Remedies under warranty are limited to replacement or price reduction and do not extend beyond the Goods’ expiration date. 6. Statutory liability for defects is excluded. Contractual liability of the Seller is limited to cases of wilful misconduct.

§6. FORCE MAJEURE

1. The Seller shall not be liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, pandemics, strikes, legal changes, or transport disruptions. 2. Force majeure affecting the Seller’s contractors shall be treated as affecting the Seller. 3. The Seller shall notify the Buyer of the occurrence and expected impact of such events.

§7. CONFIDENTIALITY

The Buyer shall keep all information received from the Seller in connection with negotiations, cooperation, or performance of the Sales Agreement confidential, except information already publicly available.

§8. FINAL PROVISIONS

1. These GSC and the Sales Agreement shall be governed by Polish law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). 2. Parties shall attempt to resolve disputes amicably. If no agreement is reached within thirty (30) days, disputes shall be subject to the exclusive jurisdiction of the court competent for the Seller’s registered office. 3. If any provision of the GSC is invalid or unenforceable, the remaining provisions shall remain in full force, and the Parties shall replace the invalid provision with one reflecting the original intent as closely as possible.