Terms of Deliveries, Sales and Payment - Slodkie

Terms of Deliveries, Sales and Payment

Definitions:

▪ Terms of Deliveries – Terms of Deliveries, Sales and Payment of „Słodkie Upominki” Spółka z ograniczoną odpowiedzialnością, Sp. K.

▪ SLODKIE – „Słodkie Upominki” Spółka z ograniczoną odpowiedzialnością, Sp. K.

▪ Production Materials – know-how, designs, illustrations, presets, mock-ups, visualizations, templates, samples, forms, drawings, films, printing matrices, blanking dies, forms and other tools necessary for the production of goods

I. GENERAL INFORMATION

1. These Terms of Deliveries shall apply to all orders executed by SLODKIE and replace any other conditions of the Client, unless the conditions of the Client have been confirmed and accepted by SLODKIE in writing.

2. Any additional arrangements between SLODKIE and the Client adopted in order to execute the concluded contract must be made in writing.

3. SLODKIE reserves the right to use goods manufactured for the Client as templates in own promotional activities, in particular as part of folders, websites, exhibitions and fairs, and the Client agrees for the products manufactured at its order to be used in informational and marketing operations of SLODKIE.

II. OFFER AND PRICES

1. All offered elements shall be fit for use for 14 days following their preparation, unless this deadline has been specified otherwise.

2. All prices have been set ex warehouse of SLODKIE, Warsaw, ul. Chełmżyńska 180 H, in standard packaging, made of 3-layered cardboard.

3. The prices do not include the costs of transport, logistics, preparation for shipment according to distribution lists, etc. In the event of using other, non-standard packages, their cost shall be added to the price of goods. Packing the ordered products in individual, single packages increases the unit cost from 6 to 12 PLN (plus VAT), depending on the type of the product and the size of the order. Preparation of shipments on the basis of individual distribution lists increases the cost of one individually addressed packaging from 4 to 6 PLN (plus VAT), depending on the complexity of logistic operations. Individual distribution lists must be provided at the latest 10 working days preceding the planned execution of the order. A binding offer for additional activities related to the individual preparation of shipment shall be prepared on the basis of precise guidelines.

4. The order of the Client shall be binding for SLODKIE from the moment of having issued the Confirmation of Order Acceptance for Execution by SLODKIE in writing. This also applies to any appendices, additives, supplementations, changes, projects, presets, drawings, figures, dimensions, substances, colours, flavours, planned implementation deadlines.

III. PRODUCTION MATERIALS

1. All Production Materials created in SLODKIE shall remain its property and shall be covered by copyrights, also in a situation when the Client participates in the costs of their execution. Production Materials shall be stored by SLODKIE for a year following the production of the object of the order.

2. In the event of ordering the completion of the order by the Client to a company other than SLODKIE, on the basis of Production Materials manufactured by SLODKIE or graphic materials prepared by SLODKIE (presets, designs, samples, mock-ups, etc.), the Client shall be obliged to pay a contractual penalty fee in the amount of 50% of the value of the aforementioned order to SLODKIE. SLODKIE reserves the right to pursue further compensation claims.

IV. PRINTING TECHNIQUES:

1. Printing techniques used in SLODKIE include:

▪ flexo technology (for plastic, paper and aluminium packages, as well as laminates),

▪ pad printing (printing on metal and plastic packages),

▪ digital printing (printing on paper, metal and plastic packages),

▪ offset (printing on paper, carton and cardboard),

▪ thermal printing (on paper and carton),

▪ laser engraving (on metal, wooden and plastic packages).

2. In order to apply the Pantone scale, the Client must indicate a colour number. Total accuracy of the Pantone scale applies only to printing on white, coated paper. Differences in tone or shade arising from the specific base and print technology do not constitute the basis for complaint submission.

3. In the case of printing using CMYK technology, the Client must provide SLODKIE with a production proof within 3 business days following the approval of the design by the Client. In the event of failure to provide the proof by the Client, it shall be assumed that the project supplied in a different way (e-mail, printout from a normal printer, etc.) has been accepted by the Client and any possible deviations from the design shall not constitute the basis for complaint submission.

4. SLODKIE accepts printed graphic designs (or materials for its preparation) – submitted on a magnetic carrier or via e-mail – prepared in one of the following programs: Corel Draw (*.cdr), Adobe Ilustrator (*. ai, *.eps). In the case of photographs, Adobe Photoshop format (*.psd, *.tif, *.eps) is required in 300 dpi resolution, CMYK.

V. SYMBOLS ON PACKAGING:

1. According to the regulation of the European Parliament and the European Council (EU) No. 1169/2011 of 25 October 2011 on providing consumers with information about food, the packaging must include the following information:

▪ name of the food product,

▪ list of ingredients,

▪ substances causing allergies or intolerance,

▪ net quantity of food,

▪ date of minimal durability or consumption,

▪ any special storage or use conditions,

▪ nutritional value,

▪ name and address of the manufacturer or the entity introducing goods to the market:

Słodkie Upominki Sp. z ograniczoną odpowiedzialnością Sp. k.

Chełmżyńska 180 H,

04-464 Warsaw

(22) 647 90 00

www.slodkie.com

2. The Ordering Party assumes all obligations imposed by the Verpack V Regulation and the Verpack G Act with respect to all packaging materials purchased from SLODKIE and placed on the German market. SLODKIE works on the EX WORKS basis and once the goods leave the warehouse, SLODKIE does not bear any responsibility for the goods.

VI. CONCLUDING A CONTRACT

1. The condition to conclude the contract is the fulfilment of the following conditions:

▪ effective transfer to SLODKIE of signed order containing a stamp of the Company in writing, including a clause of the following content: “I accept Terms of Deliveries, Sales and Payment of Słodkie Upominki”; a form filled in all fields, available at: https://www.slodkieupominki.eu/order-form-prepayment/?lang=en, shall constitute the order,

▪ confirmation by SLODKIE of accepting the order for execution in writing on the SLODKIE form; this confirmation is handed down to the Client via e-mail within 2 business days following the receipt of the order and the approval of the graphic design.

2. Date of order completion specified initially by the employee of the Commercial Department constitutes merely an approximate deadline. The binding delivery date,
ex warehouse of SLODKIE, shall be provided to the Client by the Execution Department
of SLODKIE in the Confirmation of Order Acceptance for Execution referred to above.

VII. IMPLEMENTATION OF THE CONTRACT

The condition to direct the contract for implementation, unless stated otherwise
in writing, is the fulfilment of the following conditions:

▪ making by the Client, on the basis of a pro-forma invoice, of a prepayment in the amount of 45% of the gross value of the order (in the case of export, prepayment of 100%) within 4 days following the moment of having sent the Confirmation of Order Acceptance for Execution by SLODKIE; the payment is defined as crediting the bank account of SLODKIE,

▪ acceptance by the Client of the final version of the printed graphic design; approval of the design by the Client shall be considered the final confirmation of the project and result in moving the order to production, introducing changes at a later date shall not be possible.

VIII. EXECUTION OF ORDERS

1. Unless a different date is specified in the Confirmation of Order Acceptance for Execution, execution of the order shall take place within 4 weeks following the transfer of the order to SLODKIE, in accordance with point VI of Terms of Deliveries, and acceptance by the Client of the final version of the printed design,

2. Due to the special character of machine production, SLODKIE reserves the right to differences in the number of produced goods in relation to the order form submitted by the Client. The order shall be considered entirely completed having produced mass goods in the quantity differing from the ordered one by +/- 5%. In the case of other goods, in the quantity differing from the ordered one by +/-2%. In each case, the sales invoice shall be issued for the quantity actually produced.

3. SLODKIE reserves the right to possible changes in shape, flavours, deviations in shade of the product and changes in the size of the manufactured order – over the quantities defined in Paragraph 2 – provided that it does not result in a considerable change in the essence of the ordered goods and the changes have been recognized as acceptable by the Client.

4. SLODKIE does not bear any responsibility for delays in the execution of orders that occurred as a result of: force majeure, events which significantly hinder or prevent the performance of delivery, including difficult weather conditions, difficulties in obtaining raw materials, breakdowns, strikes, shortages in utility supplies, official orders, even if they occur with SLODKIE subcontractors.

5. SLODKIE reserves the right to postpone the execution of the order if, during the execution, it encounters obstacles described above, or to withdraw from the execution of the order completely.

6. SLODKIE reserves the right to not execute or withhold the execution of the order in the event of untimely or incorrect performance of contractual obligations by the Client. Deadline specified in Confirmation of Order Acceptance for Execution is binding for SLODKIE only in the case of timely fulfilment of obligations resulting from the contract by the Client.

7. SLODKIE guarantees the declared minimum shelf date only if the purchased goods are properly transported and stored by the Client.

8. The order shall be considered completed upon direct acceptance by the Client or upon assigning the goods for transportation by SLODKIE.

9. The object of sales shall remain the property of SLODKIE until the receipt of the total designated payment for the goods.

IX. DATES AND PRINCIPLES OF DELIVERIES

1. Shipments shall be implemented after crediting the account of SLODKIE with the gross value of the order, unless the contract states otherwise.

2. Receipt of goods takes place from the warehouse of SLODKIE, at the Client’s cost, at: Słodkie Upominki Sp. z o.o., Chełmżyńska 180 H, 04-464 Warsaw.

3. Upon the Client’s order, at their expense and risk of losing or damaging goods, SLODKIE sends the order through courier services or other means of transportation. Upon the Client’s order and at their cost, SLODKIE can send the ordered goods via insured transportation.

4. In the case of shipments via courier services, the Client shall be obliged to read the regulations of service provision of the involved company.

5. In accordance with the regulations of courier companies, where goods are dispatched on a pallet, the carrier is obliged to deliver the goods to the premises of the addressee. The carrier is not obliged to bring the goods into the premises. The service of bringing the goods into the premises requires an additional charge and is available for selected locations only. We will prepare a binding offer for additional services associated with the delivery based on the guidelines provided by the Ordering Party.

6. In the event of damages of the shipment in transit, the Client shall be obliged to:

▪ prepare shipment damage protocol in writing,

▪ make photographs of the damaged shipment,

▪ send a written notice of the present situation to SLODKIE within 3 days following the receipt of the shipment.

7. Personal receipt of goods is possible, after prior agreement, on weekdays between: 15:00-17:00.

8. In the case of goods being received by an external company, which does not issue a waybill or any other document

confirming the receipt, it shall be required for the Client to send prior notification via e-mail to the following address: or ; this notification must confirm data of the driver and car registration number.

9. After issuing the ordered goods from the warehouse, SLODKIE does not bear responsibility for actions or omissions of the aforementioned transporting companies.

10. Some products offered by SLODKIE require specific transportation, in particular on pallets or in refrigerated trucks. The Client shall be informed by SLODKIE of this specific nature of transportation in advance.

11. Upon a clear written order, at the expense and risk of the Client, goods may be sent without pallets, in packages or cars without thermal protection. Goods transported in such a way are not subject to any complaints to SLODKIE.

X. COMPLAINTS

1. Complaints shall be examined only if they are submitted to SLODKIE in writing, including the number of the batch of the defective product visible on the collective packaging, within 7 days following the delivery of the goods directly by SLODKIE or the issuance of the ordered goods to an external transportation company.

2. In the event of a qualitative complaint, for it to be considered, it is necessary to deliver the faulty goods to the registered office of SLODKIE at the Client’s cost. In the case of acknowledging the complaint, this cost will be refunded to the Client.

3. In the case of acknowledging the complaint as justified, SLODKIE shall have the right to remove the defect or replace the goods with defect-free products in reasonable time. SLODKIE may refuse to replace the goods with free-defect products or to remove the defect if the costs of fulfilling this obligation surpass the price of the sold product.

4. In the case of partial defectiveness, the provisions of Paragraph 3 shall apply solely to the defective part. In all other aspects, the order shall be deemed correctly executed.

5. Complaints concerning: goods with printed design made outside SLODKIE, damages arising as a result of delays in goods receipt or improper storage after leaving the SLODKIE warehouse, shall not be considered.

XI. CONTRACT TERMINATION AND SLODKIE LIABILITY

1. SLODKIE reserves the right to terminate the Contract with an immediate effect, in the event of failing to implement the conditions of the Contract by the Client, as well as withholding payment, submitting the application for bankruptcy against the Client’s company or dissolving the Client’s company.

2. In the case of terminating the Contract by the Client for reasons beyond the control of SLODKIE, the Client shall be obliged to pay SLODKIE a contractual penalty fee in the amount of 70% of the gross value of the order.

3. In the case of damages occurring on the part of the Client as a result of failure to perform or incorrect performance by SLODKIE of the concluded contract of delivery, SLODKIE shall bear responsibility for any damages caused, however, this responsibility is limited to real damages and amounts to no more than 10% of the gross value of the order.

XII. SETTLEMENT OF DISPUTES

If within 30 days following the occurrence of the dispute, it is not resolved amicably, the Parties shall subject its settlement to the common court in Warsaw.

Terms of Deliveries, Sales and Payment of Słodkie Upominki