These General Terms of Sale (hereinafter – General Terms), unless otherwise indicated in a separate agreement with the buyer, apply to the orders and completions in relation to deliveries and services of SWAG42 Sp. z o.o., a limited liability company incorporated under the laws of Poland, REGON: 521519670, NIP: 5213960548, Number KRS: 0000957590, with its registered office at ZWYCIĘZCÓW str, 2, floor 1, Warsaw, Poland, 03-941 (the “Seller”).

The Seller reserves the right to amend the General Terms unilaterally at any time. Amended version of the General Terms will be published at the Seller’s website at: https://swag42.com/ and is effective from the date indicated there.

For the purposes of these General Terms, the following terms have the following meaning:

The Seller undertakes to manufacture and hand to the Buyer custom branded goods (the “Goods”), and the Buyer undertakes to accept the Goods and pay for them under the conditions outlined in these General Terms and agreed by the parties.

The Goods can be branded with Buyer’s own proprietary design, in which case the details of such design shall be agreed by the parties in writing.

Unless otherwise agreed by the parties, the Buyer gives its consent to use the Buyer’s intellectual property objects, including trademarks and design, for production of the Goods. The Seller acknowledges that the Buyer’s proprietary or intellectual property rights, including trademarks and design, shall remain the sole property of the Buyer or its respective suppliers, and the Buyer or its suppliers shall be the sole owner of all trademarks, design, trade secrets, patents, copyrights, and other rights with connection to the objects, which are provided to the Seller by the Buyer for production purposes. For avoidance of doubt, exclusive rights to intellectual property objects, which belong to the Seller, are not transferred to the Buyer and remain the property of the Seller.

Essential terms of the contract between the Seller and the Buyer are agreed in Invoices. Essential terms of the contract are: name and description of the Goods, price of the Goods and delivery address(es) (country). The parties may agree on additional essential terms of the contract

An Invoice sent by the Seller to the Buyer constitutes an offer to conclude a contract. The contract between the Seller and the Buyer is deemed to be concluded after the Buyer accepts the offer. Acceptance of the offer by the Buyer may be evidenced by the following actions: (i) Buyer’s (Buyer’s representative’s) written consent to the terms of the Invoice; (ii) full or partial payment of the Goods’ purchase price indicated in the Invoice; (iii) other conduct by the Buyer or any representative of the Buyer consistent with acceptance of the offer.

Unless otherwise agreed by the parties, the delivery of the Goods is subject to 100% prepayment. The prepayment shall be made by the Buyer within 3 (three) business days after receipt of a respective Invoice from the Seller. All invoices must be paid in full prior to the printing production taking place.

The payment is made by direct bank transfer to the Seller’s bank account indicated in the respective Invoice, in full amount and without deducting any bank costs. All bank charges and expenses related to payments for the orders shall be borne by the Buyer.

The date of payment is the date when the funds are deposited to the Seller’s bank account.

Title to Goods will remain with Seller until Buyer accepts delivery.

VAT rate of 0% is applicable only under the condition if the Buyer provides the Seller with IE599 form as a proof of exportation from the EU territory in accordance with the provisions of the Act of 11 March 2004 on Tax on Goods and Services of Poland or if the Goods are transferred within the EU territory outside of Poland. In the event if the Buyer fails to provide the Seller with a respective IE599 form within 1 month after the date of exportation, the price of the Goods indicated in the respective contract is automatically increased to include the amount of VAT at the rate of 23%.

The price of the Goods can change automatically without the Buyer’s consent in case of changes in the delivery address by the Buyer. The change of delivery address shall be made in writing (via e-mail).

Unless otherwise indicated in the Invoice, the Seller shall print and manufacture the Goods within 30 business days after the date of actual prepayment or the date of receipt of the size range from the Buyer or from the date of sample approval (whichever date comes later), subject to Buyer making a 100% prepayment and providing a size range (if applicable). Terms of the Goods delivery and customs clearance conditions shall be additionally agreed by the parties in writing. Goods shall be deemed delivered when Buyer has accepted delivery at the location agreed by the Parties.

The Buyer is entitled to inspect Goods upon delivery. If Goods are unacceptable for any reason, Buyer must reject them at the time of delivery, but in any way no later than in 5 (five) business days from the date of delivery. If Buyer has not rejected Goods within 5 (five) business days from the date of delivery, Buyer shall have waived any right to reject that specific delivery of Goods. In the event Buyer rejects Goods, Buyer shall allow Seller a reasonable time of fifteen (15) business days to cure the deficiency.

In order to reject the Goods, the Buyer shall send a written notice to the Seller in accordance with the procedure outlined in the General Terms.

Upon receiving of Goods of improper quality, quantity or Goods that do not correspond to the description in the contract, the parties may agree on a refund from the Seller in the amount of the price of non-quality goods on the basis of a written notice composed by the Buyer and communicated to the Seller. In the notice the Buyer shall indicate which quality requirements were not met.

The Seller guarantees that the Goods are not a pledge, are not wanted or under arrest, are not burdened with any obligations and partially by the persons of any rights to the Goods, there is no dispute regarding the Goods of litigation.

The Seller has the right to use sub-contractors without prior consent of the Buyer.

Unless otherwise agreed, the quality of the Goods is exclusively defined in the Seller’s official product specification (if any). To the extent the Seller sells and/or distributes goods of other producers, only the official product specifications of the respective producer shall apply.

In the event of non-fulfillment or improper fulfillment of obligations under the contract, the Parties shall bear liability in accordance with the legislation of Poland currently in force.

All disputes, controversies or claims arising out of or in relation to the contract, including those related to its amendment, termination, execution, invalidity or interpretation, shall be decided by a competent court at the Seller’s place of registration in accordance with the laws of Poland.

“Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves:

In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause: (i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; (iii) currency and trade restriction, embargo, sanction; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation; (v) plague, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; (vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.

A party successfully invoking this Clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

The Buyer shall be obliged to treat all information in connection with the business relationship with the Seller in strictest confidence, including orders and the information on provided by the Seller with relation to the orders, and not disclose it or make it available to third parties without the Seller’s written consent. The Buyer may only disclose the confidential information to its own employees, if and insofar as this is necessary for the performance of their tasks in connection with business relationship with the Seller. The obligation of confidentiality shall remain in force even after the termination of the business relationship between the parties. Further agreements on confidentiality shall be regulated in separate agreements if required.

THE GOODS ARE SOLD ‘AS IS’. THE SELLER EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER ASSUMES NO PRODUCT LIABILITY EXCEPT AS IMPOSED BY MANDATORY LAW.

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.

In case of discrepancies between these General Terms and terms of the contract with the Buyer, the terms of the contract shall prevail.