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Information clause - contractors (Art. 13 and 14 of the GDPR)

Fulfilling the obligation resulting from the general regulation on the protection of personal data of 27 April 2016 (hereinafter GDPR) in relation to:

1) contractors who are parties to concluded contracts (natural persons conducting the so-called sole proprietorship, natural persons operating in the form of civil law companies),
2) persons representing institutional contractors (e.g. partners of partnerships, members of the management board of capital companies, proxies, attorneys, syndicates),
3) persons indicated by contractors for contact and for the implementation of the subject of the contracts (e.g. coordinators),

we would like to inform you that:

1. The administrator of your personal data is FC Foodconcept Sp. z o. o., ul. Przemysłowa 4, 83-050 Kolbudy, entered into the register of entrepreneurs of the National Court Register kept by the District Court Gdańsk - Północ in Gdańsk, 7th Commercial Division Of the National Court Register under the KRS number: 0000324813, REGON:220755047, NIP: 6040112406, share capital PLN 50,000.00, e-mail address: food-concept@food-concept.eu

2. In matters related to the protection of personal data, you can contact the Administrator at the following e-mail address: foodconcept@food-concept.eu or by post to the address indicated in par. no. 1

3. The legal basis for the processing of your data for the following purposes, depending on your role, are:
1) performance of the contract - to the extent necessary to perform the contract (Article 6 pos. 1 point b of the GDPR) - for the period of the cooperation;
2) making settlements of the performance of the contract between the parties, including the execution of payments to the extent necessary to perform the contract (Article 6 pos. 1 point b of the GDPR) - for the period of cooperation;
3) performance of obligations in the field of enforcement of claims - in order to fulfill obligations in the field of enforcement of claims arising from the Code of Civil Procedure, the Act on bailiffs (Article 6 pos. 1 point c of the GDPR) - for 3 years from the last deduction;
4) fulfillment of accounting obligations - in order to fulfill the obligations arising from the Accounting Act (Article 6 pos. 1 point b of the GDPR) - for a period of 5 years from the end of the year in which the taxable event occurred;
5) fulfillment of tax obligations - in order to fulfill the obligations resulting from tax regulations, in particular the tax ordinance, the act on corporate tax, the act on tax on goods and services (Article 6 pos. 1 point b of the GDPR) - for a period of 5 years from the end of the tax year, in which the taxable event occurred;
6) pursuing claims or defending against claims - as the Administrator's legitimate interest in pursuing his property or non-property rights or protection against claims against the administrator, in accordance with general provisions, in particular the Civil Code (Article 6 pos. 1 point f of the GDPR) - for 3 years from the end of cooperation;
7) communication between the Parties - as the Administrator's legitimate interest in ensuring adequate communication between the parties to the contract (Article 6 pos. 1 point f of the GDPR R) - for the period of the cooperation;

4. The processing of your personal data is voluntary, but necessary for the conclusion and/or proper implementation of the legal relationship between the Data Administrator.

5. Recipients of your data may be entities that, on the basis of concluded contracts, process personal data on behalf of the Administrator (service providers in the field of, among others, accounting and HR, legal, advisory, IT, forwarding and transport services), as well as entities authorized to on the basis of applicable law (in particular courts and state authorities). Your data will not be transferred to third countries.

6. Your data processed by the Administrator may come from public registers, information obtained from business intelligence agencies or otherwise made public.

7.In addition, we would like to inform you that you have the right to: 1) access your personal data and request the rectification of your personal data that is incorrect and supplementing incomplete personal data,
2) request to limit the processing of your personal data, - object to the processing of your data, due to your special situation, in cases where we process your data only on the basis of our legitimate interest or for the purposes of direct marketing,
3) transferring your personal data,
4) requests to delete data (except where the Administrator processes data in order to establish, assert or defend its claims or when the processing obligation results from generally applicable provisions),
5) lodge a complaint with the supervisory body dealing with the protection of personal data, i.e. the President of the Personal Data Protection Office, address: ul. Stawki 2, 00-193 Warsaw, Poland

8. Moreover, we would like to inform you that we do not use systems for automated decision-making, including profiling, although the processing of personal data itself may be automated.

Installation, commissioning and testing conditions.

FC Foodconcept sp. z o.o., ul. Przemysłowa 4, 83-050 Kolbudy, KRS: 0000324813, hereinafter referred to as: FC Foodconcept.

I. Installation.

1. The buyer is obliged to provide all assistance in this place, access to the premises and utilities needed to install the device in accordance with the technical specification provided by FC Foodconcept. All costs related to the preparation of the place for the installation of the device are borne by the Buyer. In particular, the Buyer is obliged to bear the costs of foundation and construction works, crane assistance, wires, cables, ventilation, guide troughs, earthing, water, steam, gas, fuel and compressed air installations.
2. If it is impossible to install the device for reasons attributable to the Buyer, FC Foodconcept will be entitled to extend the installation date.
3. The buyer is obliged to provide the necessary assistance in the form of labor and internal transport of devices, including forklifts and fork conveyors. In addition, the Buyer is obliged to delegate the device installation, commissioning and testing to competent persons with the level of knowledge and experience appropriate for the performance of the contract.
4. The buyer is obliged to provide at his own expense all necessary permits from public authorities and other institutions, regardless of whether the installation works are included in the delivery or constitute a separate offer.

II. Commissioning and testing.

1. The buyer is obliged to provide the appropriate amount of raw material necessary for testing the device and is obliged to develop the technology and test methodology.
2. The buyer is aware that the tests may result in a loss in the form of the raw material used for testing, which he expressly agrees to.
3. FC Foodconcept provides technical and technological assistance so that the tests can be performed and implemented on its devices.
4. If, after the tests and commissioning, the Buyer does not raise any objections, the parties sign the handover protocol. In the event of an unauthorized refusal by the Buyer to sign the protocol, FC Foodconcept is entitled, upon prior written request from the Buyer to sign the protocol, to draw up the protocol unilaterally.

III. Hardware faults upon delivery at startup.

1. During commissioning, all hardware faults are removed at the expense of FC Foodconcept. Removal of defects by FC Foodconcept does not suspend the deadline for issuing the final invoice and payment of remuneration, unless the defects prevent the normal operation of the subject of the contract or further work.
2. After commissioning, hardware faults are removed in the warranty mode according to the rules specified in the warranty, which is a separate document.

IV. Responsibility.

1. FC Foodconcept is responsible for the ability and performance of the device that is sufficient and / or suitable for the purpose of the Buyer, provided that the Buyer has specified it and has complete and accurate written data with the requirements in this regard, and is able to ensure proper operation of the device by providing the right amount of media.
2. If the Buyer suffers any damage (indirect losses, losses of profits, contracts, etc.), he is obliged to document the damage. Documenting the damage does not prejudge the liability of FC Foodconcept.

V. Costs.

1. Unless otherwise agreed by the Parties, the costs of installation, commissioning and testing shall be borne by the Buyer.
2. Installation, commissioning, testing and introductory training of the complete system by specialized FC Foodconcept technicians is performed against payment. The above cost is EUR 600 per person for one day of work and travel, which should be understood as the period between departure and return to and from FC Foodconcept's headquarters.
3. Regardless of the costs referred to in point 2 the buyer is obliged to bear the additional costs:
1) + 50% for work on working days after 5pm and on Saturdays,
2) + 100% for work on Sundays and public holidays.
3) travel costs of FC Foodconcept employees (travel costs, flight costs, accommodation without meals).
4. The buyer is obliged to pay additional costs in the event of extension of installation works, commissioning and tests, for reasons for which FC Foodconcept is not responsible, in particular the costs of overtime of FC Foodconcept employees, costs of additional trips, travel of employees, costs of employee maintenance after the installation is completed until the signing of the handover protocol and the return to the headquarters of FC Foodconcept. The above costs will be added to the VAT invoice.

VI. Legal conditions.

The above conditions are always part of any contract, invoice, offer or agreement.

GENERAL TERMS & CONDITIONS

 

Preamble.

Used in the General Commercial Terms and Conditions of FC Foodconcept Sp. z o. o. the terms mean as follows:

1) Seller or FC Foodconcept - depending on the binding legal relationship, shall be understood as the seller, supplier, etc., which is FC Foodconcept Sp. z o. o., ul. Przemysłowa 4, 83-050 Kolbudy, KRS: 0000324813;

2) Buyer - depending on the legal relationship, shall be understood as buyer, recipient, etc .;

3) Producer - FC Foodconcept;

4) advance payment - provision of data by the Buyer to the Seller after the conclusion of the contract, which means that in the event of non-performance of the contract by one of the parties, the other party may withdraw from the contract without setting an additional deadline and retain the advance payment, and if it has given it, it may demand the sum twice higher. In the remaining scope, the provisions of Art. 394 of the Civil Code

5) contract - the transfer of ownership of the subject of the contract by the Seller to the Buyer after the payment of the price by him, on the basis of a legal relationship between the parties, which may be a commercial offer, contract, order or agreement.

 

I. General terms - Scope of application.

1. The following general terms and conditions (hereinafter referred to as the GTC) constitute an appendix that forms an integral part of the commercial offer, contract, order or agreement. Conclusion of a legal relationship between the Seller
    and I result in the acceptance of these conditions by the Buyer.

2. The GTC apply unlimitedly to all commercial relations between FC Foodconcept and Buyers who are not consumers. To the extent permitted by law, they apply to a limited extent to contracts with consumers.

3. Individual contracts concluded with the Buyer (including supplementary contracts, additions and amendments) take precedence over these GTC.

 

II. Pricing and confirmations of the offer.

1. The offer is considered as an invitation to enter into a contract and requires confirmation in order to be effective.

2. The offer is submitted without obligation - its acceptance requires a written confirmation, without which the contract is not concluded.

3. Orally agreed changes to the offer require written confirmation in order to be valid.

4. All illustrations, plans, graphics and drawings, instructions and other publications provided by FC Foodconcept to the Buyer must be used only for the purpose for which they were sent and may not be made available to third parties without the consent of FC Foodconcept.

5. FC Foodconcept is not responsible for erroneous or incorrect interpretation of information and data contained in catalogs, prospectuses, websites and other advertising materials received or obtained by the Buyer. In particular, the above-mentioned data does not constitute an offer within the meaning of Art. 66 of the Civil Code.

6. FC Foodconcept reserves the right to make changes to the specifications and designs at any time, provided that they do not significantly change the possibility of using them by the Buyer for the designated purpose.

 

III. Obligations of the Parties.

1. The Buyer undertakes to cooperate with the Seller in the performance of the subject of the contract, in particular:

2. through ongoing responses to the Seller's inquiries regarding information necessary to perform the subject of the contract,

3. ensuring the timely fulfillment by their employees and other persons for whom the Buyer is responsible for their tasks necessary to perform the subject of the contract, as well as providing information about risks and other problems on the part of the Buyer that may affect the quality and timely execution of the item the contract.

2. The Seller undertakes to perform the subject of the contract with special professional care and to cooperate with the Buyer in the scope of activities necessary for the proper and timely performance of the subject of the contract.

3. The Seller provides a guarantee for the subject of the contract on the basis of a separate guarantee document.

4. The Seller shall not be liable for failure to obtain any performance on which the negotiations were conducted, if he did not guarantee their achievement in writing, subject to any tolerances specified or agreed by the Seller.

 

IV. Prices.

1. All prices are net prices. The price does not include the current statutory rate of tax on goods and services as well as the costs of packaging, transport and any insurance premiums, which will be separately invoiced to the Buyer. All duties, fees, taxes and other public law liabilities are borne by the Buyer.

2. In the case of contracts with a performance period longer than four months, FC Foodconcept has the right to adjust prices to any increase in costs caused, for example, by an increase in the prices of materials, labor, etc. If this increase amounts to more than 7.5% of the agreed price, the Buyer will be entitled to withdraw from the contract.

3. If FC Foodconcept takes into account the changes requested by the Buyer, the Buyer shall bear the additional costs resulting from this fact.

4. FC Foodconcept may grant a written discount to the Buyer on the ordered device.

V. Delivery time.

1. The delivery date is determined by FC Foodconcept after the order is accepted.

2. The delivery time is counted from the date on which the Buyer and FC Foodconcept agree all the necessary details regarding the scope and content of the devices, including software and receipt of an advance payment according to the agreement.

3. The delivery date agreed in writing shall be deemed met if, before its expiry, the subject of the contract has been sent by FC Foodconcept or the readiness for shipment has been reported.

4. FC Foodconcept is entitled to change the delivery date for reasons attributable to the Buyer and due to force majeure. In such cases, the Buyer will be informed immediately.

5. FC Foodconcept is entitled to perform partial deliveries to the Buyer upon mutual agreement.

6. The subject of the contract will be handed over to the Buyer on the basis of the delivery and acceptance protocol.

7. In the event that the Buyer fails to accept the subject of the contract within the time limit specified in the contract, FC Foodconcept will be entitled to draw up a unilateral protocol for the handover of devices, which will be the basis for issuing a VAT invoice and requesting payment of remuneration by FC Foodconcept.

 

VI. Transport damage and liability.

1. If the subject of the contract includes the delivery of the device, and during the delivery the subject of the contract is damaged, the Buyer is obliged to immediately notify FC Foodconcept of this fact in writing and provide photographic documentation which will indicate the type and size of the damage.

2. At the Buyer's request with regard to the organization of transport and at its expense, FC Foodconcept will insure the shipment against theft, breakage, transport, fire and water damage.

3. If the subject of the contract does not include delivery, it is at the expense and risk of the Buyer.

4. If the subject of the contract is damaged during delivery, FC Foodconcept may remove the damage against payment. The risk of damage is transferred to the Buyer upon sending the subject of the contract or on the date of notification
    about readiness for shipment. This also applies to paid and insured shipping.

VII. Payment terms, late payment.

1. In the absence of a separate agreement, the payment will be made without any deductions within 7 calendar days from the date of issuing the invoice by FC Foodconcept. This also applies to advance and partial invoices. The date of payment is the date when the amount due is credited to the FC Foodconcept account.

2. Unless otherwise provided in writing, payment shall be made as follows:

1) 50% prepayment when ordering (down payment),

2) 50% of payment upon notification of readiness for loading.

3. After the expiry of the payment deadline specified in the VAT invoice, the Buyer is in default. During the delay period, interest shall be charged on the purchase price at the applicable statutory interest rate for late payment; FC Foodconcept reserves the right to seek further damages for the delay.

4. Set-off is allowed only if the counterclaim is undisputed, has been recognized by FC Foodconcept in writing or has been deemed legally valid by the court. The same applies to the right of retention due to alleged defects in the subject of the contract.

VIII. Reservation of title.

1. Umowa sprzedaży przenosi na Kupującego prawo własności urządzenia oraz prawo do korzystania 
    z oprogramowania zastosowanego w urządzeniu w zakresie jego użytkowania. Przedmiotem umowy sprzedaży nie jest natomiast prawo własności oprogramowania.

2. The software may not be copied. It is copyrighted along with the documentation provided with it.

3. FC Foodconcept retains the title to the subject of the contract until it receives all payments under the contract. Before full payment is made, the subject of the contract may not be pledged or assigned for security. The Buyer shall immediately inform FC Foodconcept of any compulsory enforcement measures taken by third parties in relation to the subject of the contract subject to the retention of title, indicating the documents required for legal action by FC Foodconcept. This also applies to the loss of value of the subject of the contract of any other kind. The buyer will inform third parties in advance about the rights pertaining to the subject of the contract. FC Foodconcept costs related to legal steps are borne by the Buyer to the extent that a third party is unable to return them.

4. The retention of title extends to products resulting from the processing, mixing or combination of the goods at full value. If, in the event of processing, mixing or combination with goods of third parties, the ownership rights remain with the third parties. FC Foodconcept becomes the co-owner in proportion to the value of invoices for processed, mixed or combined goods. If not, the same rules apply to the final product as to goods delivered with retention of title.

5. If the value of all securities existing for FC Foodconcept exceeds the existing claims by more than 10%, FC Foodconcept will release the securities of its choice at the request of the Buyer.

 

IX. Use of the subject of the contract during the retention of title period.

1. FC Foodconcept grants the Buyer the right to use the subject of the contract for the period of retention of title, as long as the Buyer does not exceed the agreed payment terms. The Buyer knows that the subject of the contract, which is to be delivered by FC Foodconcept, may be equipped with an internal working hour meter and will turn off when the limit of 500 hours is exceeded.

2. If the Buyer fails to meet the agreed payment of the purchase price, FC Foodconcept reserves the right to exclude the subject of the contract after 500 working hours. The Buyer will then receive the access data necessary for further temporary use of the subject of the Agreement after telephone feedback from FC Foodconcept in the customer service department.

3. If the Buyer pays the purchase price in full before the expiry of the above-mentioned 500 working hours, FC Foodconcept, at the Buyer's request, will provide a code that completely deactivates the above-mentioned setting of the internal working hours counter, thus allowing unlimited use.

 

X. Resale.

1. The Buyer declares that its repeated purchase of products or devices from FC Foodconcept for resale may not result in recognition that it is a dealer, representative, agent, distributor, etc. in relation to FC Foodconcept products. The buyer does not have this status even if his name appears in advertisements, catalogs, magazines, promotional materials and as a business contact. This status can be obtained only on the condition of signing the relevant documents constituting the rights
    and obligations of both parties signed by them.

2. FC Foodconcept reserves the right to terminate the cooperation and trade with any Buyer who buys devices for resale, without compensation, compensation and without giving reasons - regardless of the length of the cooperation.

3. In the event of a breach of the principles set out in paragraph 1 The Buyer will pay FC Foodconcept a contractual penalty of 10% of the value of the product or device.

 

XI. Export.

1. In the event that the Buyer intends to export the subject of the contract produced by FC Foodconcept outside the territory of the Republic of Poland, he must obtain a written consent of FC Foodconcept.

2. In the event of disagreement with FC Foodconcept, all responsibility for the device shall be transferred to the Buyer. Claims from the Buyer's customers in connection with the export, use of equipment, etc., are ineffective against FC Foodconcept.

3. The buyer is obliged to obtain and pay for all permits and certificates necessary for the export of equipment.

4. If the machine is sold outside the territory of the Republic of Poland, the Manufacturer is liable under the warranty for defective parts or components. The buyer, on the other hand, provides the service. Otherwise, the Manufacturer's service is additionally payable according to current rates.

 

XII. Company and CE markings.

1. FC Foodconcept declares that the devices manufactured by it have factory markings with the trademark, as well as rating plates and CE declarations of conformity.

2. Removal of company labels, including trademarks and rating plates of devices is prohibited.

3. Replacing the rating plates and product markings results in the immediate loss of liability for the product of the manufacturer FC Foodconcept in full. In such a situation, FC Foodconcept is not responsible for the device as the Manufacturer.

XIII. Patents.

1. If anyone turns to the Buyer of the device with a claim resulting from the infringement of patents by FC Foodconcept, protection of copyrights or industrial designs, the following rules apply. FC Foodconcept responds to the allegations or seeks to negotiate to satisfy the claims, provided that the Buyer notifies FC Foodconcept as soon as possible.

2. If it turns out that the claims are justified, FC Foodconcept will apply one of the following solutions:

3. securing the ongoing operation of the devices by the Buyer in an unchanged condition;

4. replacement of devices with non-infringing patents;

5. modifying devices so that they do not infringe these rights;

6. removal of the equipment and a refund of the purchase price for the depreciated value upon receipt of the equipment back.

The depreciation is made in equal amounts for each year of the device's useful life, as defined by FC Foodconcept.

3. FC Foodconcept is responsible only for its own devices with their own markings, and not for cooperating devices or devices disassembled by the Buyer. The above conditions constitute the entire liability of FC Foodconcept in connection with the infringement of copyright patents and industrial designs.

 

XIV. Change of agreement.

1. Changes to individual provisions contained in the contract or offer may only be made with the consent of FC Foodconcept
    and must be included in writing in the form of an annex to the contract or offer. In the event that FC Foodconcept incurs additional costs in connection with the amendment of the provisions of the contract or the offer, the Buyer undertakes to cover them in full.

2. In the event of the Buyer's resignation from some of the works covered by this contract during their duration, for reasons not attributable to FC Foodconcept, the Buyer undertakes to cover the related costs.

3. FC Foodconcept has the right to change the final date for the performance of the subject of the contract in the following cases:

1. 
   

   1. increasing the material scope of the subject of the contract,

   2. interruptions in the supply of energy carriers for reasons beyond the control of FC Foodconcept,

   3. as a result of force majeure. Force majeure means all events that are external (independent of will) in relation to the Parties that may counteract their effects in a limited way.

 

XV. Additional costs.

In the event of an extension of the performance of the subject of the contract due to the fault of the Buyer, the Buyer undertakes to cover
 due to this additional costs in full, in particular the costs of additional working hours, additional trips and business trips, which should also be understood as the period between departure and return to and from FC Foodconcept.

 

XVI. Legal conditions.

1. The above terms of sale are always an integral part of any contract, invoice, offer or agreement.

 

2. Any discrepancies or claims that may arise from this contract will be settled by the Polish court competent for the seat of the Seller.

3. In matters not covered by the above conditions, the provisions of Polish law, including the Civil Code, shall apply.

 

4. The provisions of these GTC and the contracts are confidential. The parties undertake not to disclose its content to third parties without the written consent of the other party. In the event of a breach of a trade secret, the breaching party shall be liable for damages.