1. General Provisions

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1.1. Seller

The Website at www.unicup.co.uk is operated by:

Hereinafter referred to as the “Seller”, “Unicup”, “we”, “us” or “our”.

1.2. Business Customers

These Terms and Conditions apply to Customers purchasing Products for purposes connected with their commercial, business or professional activity.

By placing an Order, the Customer confirms that:

1. it is acting in connection with a business or professional activity;
2. the person placing or approving the Order is authorised to act on its behalf;
3. all information supplied to the Seller is complete and correct.

The Seller may refuse an Order where the Customer does not act as a business customer.

Nothing in these Terms excludes or restricts any rights which cannot lawfully be excluded, including mandatory rights granted to a natural person conducting business activity where the relevant contract does not have a professional character for that person.

1.3. Acceptance of the Terms

These Terms form an integral part of every quotation, Order Confirmation and Agreement concluded with the Seller.

The Customer accepts these Terms by:

1. selecting the appropriate acceptance checkbox on the Website;
2. submitting an Order referring to these Terms;
3. approving Artwork after receiving these Terms;
4. making payment after receiving these Terms; or
5. otherwise confirming acceptance in writing.

The Seller should provide the Customer with access to these Terms before the Agreement is concluded.

1.4. Exclusion of Customer Terms

Any general purchasing conditions, procurement conditions, supplier conditions, purchase-order terms or other standard terms used by the Customer are expressly rejected and shall not apply.

This exclusion also applies to conditions:

1. attached to a purchase order;
2. entered into a procurement platform;
3. included in an email, supplier-registration form or electronic system;
4. referred to in a Customer document;
5. sent before or after the Seller’s Order Confirmation.

The Seller’s acceptance of payment, commencement of production, delivery of Products or failure to object separately to the Customer’s conditions shall not constitute acceptance of those conditions.

Any departure from these Terms is valid only if expressly accepted in writing by an authorised representative of the Seller.

1.5. Order of Precedence

In the event of inconsistency, the following documents shall apply in the following order:

1. a separate written agreement signed or expressly accepted by authorised representatives of both parties;
2. the Seller’s final Order Confirmation or accepted quotation;
3. the agreed Product Specification;
4. the final Approved Artwork;
5. these Terms;
6. the Product description on the Website;
7. other correspondence between the parties.

A document issued by the Customer shall not take precedence unless the Seller expressly accepts the relevant provision in writing.

1.6. Written Form

For the purposes of these Terms, “in writing” includes email, electronic approval through the Customer’s account and another electronic communication which permits the content to be stored and reproduced.

Where these Terms expressly require approval by an authorised representative of the Seller, an automated message or acceptance by an ordinary employee shall not be sufficient.

2. Definitions

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“Affected Products”

Only the individual Products or quantity of Products which, following reasonable inspection and verification by the Seller, are confirmed to have a material manufacturing or printing non-conformity attributable to the Seller.

“Agreement”

The contract concluded between the Seller and the Customer concerning an accepted Order.

“Approved Artwork”

The final Artwork, proof, file, visualisation or layout approved by the Customer for production.

“Artwork”

All designs, text, logos, photographs, trademarks, colours, layouts, barcodes, QR codes, symbols and other materials supplied or approved by the Customer.

“Business Day”

Monday to Friday, excluding public holidays in Poland.

“Carrier”

A courier, freight forwarder, postal operator, transport company or other third party used to transport Products.

“Custom Product”

A Product manufactured, printed, labelled, cut, converted, formed, packed or otherwise prepared according to the Customer’s individual specifications.

“Customer”

The person or entity placing an Order with the Seller.

“Order”

An instruction to purchase Products submitted through the Website, by email, through a procurement system or by another method accepted by the Seller.

“Order Confirmation”

The Seller’s written confirmation accepting an Order.

“Product”

Any goods supplied by the Seller, including paper cups, ice-cream cups, plastic cups, lids, labels, napkins, plates, straws and other customised or standard products.

“Product Specification”

The agreed description of the Product, including its material, intended use, dimensions, nominal capacity, printing method, finish and other technical parameters.

“Website”

www.unicup.co.uk.

3. Website, Accounts and Electronic Services

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3.1.

The Seller may provide the following electronic services:

1. access to the Website and online store;
2. creation and maintenance of a Customer account;
3. submission and review of Orders;
4. access to an order creator or configurator;
5. newsletter services where separately requested.

3.2.

To use the Website, the Customer must have:

1. Internet access;
2. a compatible computer or mobile device;
3. a current web browser;
4. an active email account.

3.3.

The Customer must provide accurate, complete and current information.

The Customer is responsible for keeping its login credentials confidential and for activity performed through its account, unless unauthorised activity results from circumstances attributable to the Seller.

3.4.

The Customer must not provide:

1. unlawful content;
2. malicious software;
3. content infringing third-party rights;
4. misleading or fraudulent information;
5. content that could expose the Seller to legal liability.

3.5.

The Seller does not guarantee uninterrupted or error-free availability of the Website.

The Seller may temporarily suspend access for maintenance, security, technical or operational reasons.

3.6.

The Customer may request deletion of its account by contacting sales@unicup.com.

Deletion of an account does not affect Orders already accepted or obligations arising before deletion.

4. Products and Product Information

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4.1.

The Seller offers:

1. standard, non-personalised Products;
2. Custom Products manufactured according to the Customer’s individual specifications.

4.2.

Custom Products may include:

1. paper cups with direct printing;
2. paper cups with wrap-around printed labels;
3. ice-cream cups;
4. printed paper napkins;
5. printed or labelled plastic cups;
6. printed paper plates;
7. lids, straws and accessories;
8. other customised packaging and event products.

4.3.

Photographs, illustrations, digital visualisations, descriptions and samples presented on the Website or in marketing materials are for general reference.

They do not constitute a guarantee that every Product or production batch will be visually identical to the reference material.

4.4.

Dimensions, capacities and measurements are nominal or approximate unless expressly identified in the Order Confirmation as guaranteed parameters.

4.5.

The Seller may make minor technical changes to materials, construction, components, packaging or manufacturing methods where:

1. the change is reasonably necessary for production or supply;
2. it does not materially impair the agreed intended use;
3. it does not materially depart from the accepted Order.

The Seller shall not make a material change to the principal Product characteristics or Approved Artwork without Customer approval.

4.6.

Marketing statements, general descriptions and estimated performance information do not constitute a separate guarantee unless expressly incorporated into the Order Confirmation.

4.7.

Certificates, declarations, test reports and conformity documents apply only to the Product, material, production version and intended use identified in the relevant document.

They must not be interpreted as applying to another Product, material, filling substance, temperature range or use.

5. Quotations and Orders

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5.1.

Unless otherwise stated, a quotation is valid for 14 calendar days.

The Seller may withdraw or amend a quotation before the Order is accepted.

5.2.

An Order submitted by the Customer constitutes an offer to purchase Products.

The Agreement is concluded only when the Seller:

1. issues an Order Confirmation; or
2. otherwise expressly accepts the Order in writing.

An automated acknowledgement that an Order or payment has been received does not necessarily constitute acceptance of the Order.

5.3.

The Seller may refuse or cancel an Order before production begins where:

1. a Product or material is unavailable;
2. the Artwork cannot be produced using the selected technology;
3. the proposed content may infringe the law or third-party rights;
4. the Customer has unpaid amounts;
5. the Customer has supplied incomplete or inaccurate information;
6. production or delivery is not technically or commercially feasible;
7. an obvious pricing, quantity or technical error has occurred;
8. performance could expose the Seller to sanctions or other legal restrictions.

Where the Seller cancels an Order before production for reasons not attributable to the Customer, payments received for the unperformed part shall be refunded.

5.4.

The Seller is not bound by an obvious pricing, typographical, calculation, system or technical error.

If such an error is discovered, the Seller may issue a corrected quotation. The Customer may accept the corrected quotation or cancel the unproduced part of the Order.

5.5.

The production lead time begins only after the Seller has received:

1. cleared payment, unless credit terms have been expressly agreed;
2. final quantities;
3. complete Product specifications;
4. complete delivery information;
5. production-ready files;
6. final Artwork approval;
7. all other information and decisions required for production.

A delay by the Customer automatically extends the production and delivery schedule by at least the duration of the Customer’s delay and any additional period reasonably required to reschedule production.

5.6.

The Seller may accept an Order in parts or deliver separate Product items under separate production schedules.

6. Prices, Taxes and Payment

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6.1.

Prices are stated in the currency shown in the quotation, Website or Order Confirmation.

Unless expressly stated otherwise, prices are net and exclude:

1. VAT and other taxes;
2. customs duties and import charges;
3. delivery and transport insurance;
4. Artwork preparation;
5. physical proofs or pre-production samples;
6. special packaging;
7. storage, redelivery or waiting charges;
8. services not expressly listed in the quotation.

6.2.

VAT shall be charged in accordance with applicable law.

The Customer is responsible for supplying a valid VAT number and all information required to apply an exemption, zero rate or reverse-charge mechanism.

If the required conditions are not satisfied, the Customer must pay the applicable VAT.

6.3.

Unless otherwise agreed in writing, Custom Products require 100% cleared pre-payment before production.

6.4.

Payment is considered received only when cleared funds have been credited to the Seller’s bank or payment account.

A payment confirmation, transfer instruction or screenshot does not constitute receipt of cleared funds.

6.5.

The Customer bears bank, intermediary-bank, payment-provider and currency-conversion charges imposed on the Customer.

The Seller must receive the full amount stated in the invoice.

6.6.

The Customer may not withhold, deduct, set off or reduce payment because of a complaint, counterclaim or amount allegedly due from the Seller unless:

1. the Seller has expressly accepted the amount in writing; or
2. the claim has been finally determined by a competent court.

6.7.

If payment is overdue, the Seller may:

1. suspend production or delivery;
2. withhold Products;
3. cancel the unproduced part of the Order;
4. charge statutory interest applicable to late payments in commercial transactions;
5. recover legally permitted collection costs.

The Seller shall not be liable for delay resulting from suspension due to late payment.

6.8.

The Seller issues invoices electronically to the email address supplied by the Customer.

6.9.

Ownership of Products remains with the Seller until the Seller has received full payment of all amounts due under the relevant Order.

Transfer of risk is governed separately by Chapter 14.

7. Cancellation and Order Changes

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7.1.

Custom Products are manufactured specifically for the Customer and cannot normally be resold.

An accepted Order for Custom Products may not be cancelled without the Seller’s prior written consent.

7.2.

The Seller shall not be required to accept cancellation after it has:

1. ordered or reserved materials;
2. prepared production files;
3. prepared printing plates, dies, tools or labels;
4. scheduled production;
5. commenced printing or production;
6. incurred other non-recoverable costs.

7.3.

Before the activities listed above have begun, the Seller may, at its sole discretion, accept cancellation subject to payment of:

1. all costs already incurred;
2. the value of work already performed;
3. non-refundable third-party costs;
4. a reasonable administration and cancellation charge.

7.4.

Pre-payments relating to completed work, committed materials, prepared files or production already scheduled or commenced are non-refundable.

7.5.

A change requested after Artwork approval may:

1. require a new quotation;
2. result in additional charges;
3. require new files or proofs;
4. restart the production lead time;
5. invalidate the original delivery estimate.

The Seller is not responsible for delay resulting from a Customer-requested change.

7.6.

The Customer’s silence or failure to provide final approval does not authorise production and does not preserve the original production or delivery schedule.

8. Artwork and Customer Approval

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8.1. Artwork Requirements

The Customer must prepare Artwork using the Seller’s current templates and technical instructions.

Unless otherwise agreed, files should be:

1. supplied as AI, EPS or print-ready PDF;
2. prepared using vector graphics where appropriate;
3. prepared at the required dimensions;
4. supplied at a sufficient resolution;
5. supplied with fonts converted to outlines;
6. prepared with the required bleed and safe areas;
7. prepared using the colour mode appropriate to the printing method.

8.2. Customer Responsibility

The Customer is responsible for checking:

1. spelling and grammar;
2. names, dates and contact details;
3. legal notices and translations;
4. barcodes and QR codes;
5. logo size and position;
6. trademarks, copyright and image rights;
7. colours;
8. layout and orientation;
9. mandatory symbols and markings;
10. the suitability of the Artwork for the intended market.

The Seller is not required to proofread, legally verify or independently check the content supplied by the Customer.

8.3. Approval

Approval of the final Artwork constitutes the Customer’s confirmation that:

1. the content is correct;
2. the dimensions and layout are accepted;
3. logo, text and graphic positions are accepted;
4. the selected colour mode is accepted;
5. the Artwork satisfies the Customer’s requirements;
6. the relationship of design elements to seams, overlaps, edges, cutting lines and glued areas is accepted.

A matter clearly visible in the Approved Artwork cannot subsequently constitute grounds for a claim.

8.4. Technical Modifications

The Seller may make minor technical adjustments reasonably necessary for:

1. printing;
2. adding bleed;
3. scaling;
4. die-cutting;
5. trimming;
6. forming;
7. wrapping;
8. gluing;
9. sealing;
10. positioning Artwork within the production area.

Such adjustments must not materially change the intended design.

8.5. Digital Proofs and Visualisations

PDF proofs, screen previews, three-dimensional visualisations and photographs are intended primarily to confirm layout and content.

They are not contract proofs of:

1. exact colour;
2. substrate appearance;
3. transparency;
4. gloss or matt finish;
5. texture;
6. metallic appearance;
7. final seam position;
8. exact print registration;
9. final Product shape.

A digital proof is not a physical colour proof.

8.6. Physical Samples

A physical pre-production sample is supplied only where expressly quoted and ordered.

A physical sample may involve additional cost and extend the production schedule.

A sample produced using another printing technology, substrate, size or finishing method is illustrative only.

9. Printing Methods and Colour Reproduction

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9.1. Available Printing Methods

Depending on the Product, quantity, Artwork and accepted quotation, the Seller uses:

1. digital Memjet printing in CMYK only;
2. offset process printing in CMYK;
3. offset printing using separately mixed Pantone® spot-colour inks.

The printing method applicable to an Order shall be stated in the quotation, Product description or Order Confirmation.

The Customer may not assume that a particular printing method or Pantone spot-colour printing applies unless expressly confirmed by the Seller.

9.2. Digital Memjet Printing

Digital Memjet printing is performed exclusively using CMYK process inks.

Pantone, RAL, RGB and HEX colours cannot be printed as separately mixed spot colours using the Memjet printing method.

Where Artwork intended for digital Memjet printing contains Pantone, RGB, HEX, RAL or another non-CMYK colour reference, the colour may be converted to CMYK before printing.

The resulting CMYK reproduction may differ from:

1. the original colour reference;
2. the colour displayed on a monitor or mobile device;
3. an office-printer output;
4. a Pantone or other colour guide;
5. a previously manufactured Product.

An exact reproduction of a Pantone, RAL, RGB or HEX colour cannot be guaranteed in digital Memjet CMYK printing.

9.3. Offset CMYK Printing

Offset CMYK printing reproduces colours by combining cyan, magenta, yellow and black process inks.

Where Artwork intended for offset CMYK printing contains Pantone, RGB, HEX, RAL or another non-CMYK colour, it may be converted to CMYK unless offset Pantone spot-colour printing has been expressly ordered and confirmed.

Offset CMYK printing does not guarantee exact reproduction of a Pantone, RAL, RGB, HEX or other reference colour.

9.4. Offset Pantone Spot-Colour Printing

Pantone spot-colour printing is available only using the offset printing method and only where it is expressly specified in the quotation and Order Confirmation.

Pantone spot colours are printed using separately mixed inks and generally provide higher colour consistency and closer matching to a specified brand colour than CMYK process printing.

The presence of a Pantone reference in the Customer’s Artwork does not by itself mean that Pantone spot-colour printing has been ordered.

If the Order Confirmation specifies digital Memjet CMYK or offset CMYK printing, Pantone colours contained in the Artwork may be converted to CMYK.

Where closer reproduction of a corporate or brand colour is important, the Customer must inform the Seller before accepting the quotation and request offset Pantone spot-colour printing.

9.5. Limits of Pantone Matching

Pantone spot-colour printing provides closer and more consistent colour matching but does not guarantee that the finished Product will be absolutely identical to:

1. a colour displayed on a screen;
2. a colour printed on another material;
3. a previous production batch;
4. a coated or uncoated Pantone guide;
5. a reference produced using another printing technology.

The final appearance of a Pantone colour may be affected by:

1. the colour and absorbency of the substrate;
2. paper whiteness;
3. coated or uncoated surfaces;
4. kraft, metallic, transparent or coloured materials;
5. varnishes, laminates and other finishes;
6. Product shape and construction;
7. lighting conditions;
8. normal ink-mixing and production tolerances.

Where precise brand-colour control is essential, the Customer must request a physical colour proof or provide an agreed physical colour reference before production.

Physical proofs and special colour-matching services may involve additional charges and extended production time.

9.6. General Colour Tolerances

Final colour appearance may vary depending on:

1. the selected printing method;
2. the substrate and its surface;
3. coatings, laminates and varnishes;
4. lighting conditions;
5. machine calibration;
6. temperature and humidity;
7. finishing and forming processes;
8. separate production runs and batches.

Reasonable colour differences resulting from the selected printing method, substrate or customary production tolerances shall not constitute a defect, provided that the Products do not materially depart from the agreed Product Specification.

Differences between a digital visualisation, PDF proof, screen, office printout, photograph, colour guide, sample or previous Order and the finished Product shall not by themselves constitute a defect.

9.7. Selection of Printing Method

The Customer is responsible for accepting a printing method appropriate to its colour requirements.

Where the Customer accepts digital Memjet CMYK or offset CMYK printing despite requiring reproduction of a specific Pantone or corporate colour, differences resulting from CMYK conversion shall not constitute a defect.

The Seller may recommend offset Pantone spot-colour printing, but the Customer remains responsible for accepting the applicable quotation, minimum quantity, production time and cost.

10. Manufacturing and Printing Tolerances

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10.1.

The Customer acknowledges that the manufacture of paper and plastic Products involves mechanical and technological processes, including:

1. printing;
2. cutting and die-cutting;
3. trimming;
4. forming;
5. wrapping;
6. gluing;
7. sealing;
8. laminating;
9. coating;
10. labelling;
11. stacking and packing.

10.2.

Minor variations may occur in:

1. Product dimensions;
2. nominal capacity;
3. Product shape;
4. print position and centring;
5. print registration;
6. cutting and trim position;
7. alignment of edges;
8. position of logos and text;
9. seams and glued areas;
10. position of labels or wrappers;
11. overlaps and joints;
12. surface appearance;
13. individual Products within the same batch.

Such variations do not constitute a defect where they:

1. remain within the agreed Product Specification or customary manufacturing tolerances; and
2. do not materially prevent the normal intended use of the Product.

10.3.

Design elements placed outside the designated safe area or too close to a cutting line, edge, seam, overlap or glued area may be:

1. shifted;
2. cut;
3. covered;
4. distorted;
5. partially obscured.

The Seller is not liable for such effects where the Customer approved Artwork which did not comply with the applicable template or technical guidance.

10.4. Wrap-Around Labels and Wrappers

Products manufactured using wrap-around labels or wrappers may have:

1. a visible vertical seam;
2. an overlap or small gap at the joint;
3. minor variation in label position;
4. slight variation at the top or bottom edge;
5. minor wrinkling or tension caused by Product shape;
6. a visible difference between the label surface and the underlying Product.

These are normal characteristics of the selected manufacturing method and do not constitute defects unless they materially impair the Product’s intended use.

10.5. Production Quantities

The Customer acknowledges that customary production processes may generate limited overproduction or underproduction.

A quantity tolerance applies only where stated in the quotation, Order Confirmation or relevant Product Specification.

Where no quantity tolerance has been stated, the Seller shall inform the Customer of any material difference between the ordered and produced quantity.

10.6.

The Seller may divide an Order into reasonable production batches.

Minor differences between batches do not constitute defects where they remain within the agreed specification and customary production tolerances.

11. Product Suitability, Storage and Intended Use

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11.1.

The Customer must review the Product Specification and determine whether the Product is suitable for:

1. the intended food or beverage;
2. filling temperature;
3. duration of contact;
4. storage conditions;
5. transport conditions;
6. freezer, refrigerator or ambient storage;
7. filling and vending equipment;
8. the intended use;
9. the laws applicable in the destination market.

11.2.

Unless expressly confirmed in the Product Specification, Products are not warranted as suitable for:

1. prolonged freezer storage;
2. microwave ovens;
3. conventional ovens;
4. dishwashers;
5. repeated reuse;
6. prolonged immersion in water;
7. exposure to chemicals or oils;
8. temperatures outside their stated range.

11.3. Ice-Cream Serving Cups

Where identified as cups intended for serving ice cream for immediate consumption, such Products are not intended for prolonged storage of filled Products in a freezer unless expressly stated otherwise in the Product Specification.

Prolonged exposure to freezing, condensation, moisture, water, rubbing, scratching or abrasion may affect:

1. paper surfaces;
2. labels;
3. adhesives;
4. varnishes;
5. printed areas.

Such effects do not constitute a manufacturing defect where the Product has been stored or used outside its stated intended use or has been mechanically rubbed, scratched, scraped or damaged.

11.4.

The Customer must store Products in clean and dry conditions, protected from:

1. moisture;
2. direct sunlight;
3. excessive heat or cold;
4. contamination;
5. mechanical pressure;
6. abrasion.

11.5.

The Seller is not liable for deterioration or damage caused by:

1. incorrect storage;
2. improper handling;
3. filling, packing or use by the Customer or a third party;
4. unsuitable temperatures;
5. prolonged moisture or condensation;
6. scratching, scraping or rubbing;
7. modification after delivery;
8. use contrary to the Product Specification;
9. failure to conduct appropriate compatibility testing.

11.6.

Where the Customer intends to use Products in unusual or demanding conditions, it must request samples and conduct appropriate tests before placing the full Order.

Placing a full Order without testing means that the Customer accepts responsibility for suitability for its specific application, except for the Seller’s obligation to supply Products materially conforming to the expressly agreed Product Specification.

12. Legal Markings and Regulatory Requirements

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12.1.

The Customer is responsible for determining which markings, symbols, warnings, translations and other information must appear on the Product or packaging in the country where it will be marketed, distributed or used, unless applicable law places the relevant obligation directly on the Seller.

This may include:

1. single-use plastic or SUP markings;
2. recycling and environmental markings;
3. material-identification symbols;
4. food-related information;
5. safety warnings;
6. language requirements;
7. customer-specific regulatory statements.

12.2.

The Customer must provide all required content and approve its placement in the Artwork.

The Seller is not responsible for the Customer’s failure to include a required marking or statement in the Approved Artwork, except where the Seller expressly accepted responsibility for that matter in writing or where the relevant duty is imposed directly on the Seller by mandatory law.

12.3.

The Seller may refuse or suspend production where it reasonably believes that the Artwork does not contain a marking required by law.

12.4.

The Customer is responsible for compliance of the final filled, packed, marketed or distributed product, except to the extent that the Seller expressly accepted a specific compliance obligation in writing.

13. Production and Delivery Dates

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13.1.

Production, dispatch and delivery dates are estimates unless the Seller expressly confirms a guaranteed date in writing.

A date described as “expected”, “estimated”, “planned”, “target”, “approximately” or in similar terms is not a guaranteed deadline.

13.2.

Time shall not be of the essence unless expressly agreed in writing by an authorised representative of the Seller.

The Customer’s event, campaign, launch or intended use date does not by itself create a guaranteed delivery obligation.

13.3.

Every production and delivery estimate is conditional upon timely receipt of:

1. cleared payment;
2. final quantities;
3. complete delivery information;
4. production-ready Artwork;
5. final Artwork approval;
6. all necessary Customer decisions and approvals.

13.4.

A delay or change attributable to the Customer automatically extends the applicable schedule.

13.5.

Where the Customer requires delivery before a particular event, it must:

1. notify the Seller before placing the Order;
2. allow an appropriate contingency period;
3. accept any special production or transport quotation;
4. obtain express written confirmation if a guaranteed date is required.

13.6.

The Seller may deliver an Order in separate shipments.

14. Delivery, Risk and Carrier Delays

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14.1.

Products shall be delivered to the address stated in the Order Confirmation unless otherwise agreed.

14.2.

The Customer is responsible for ensuring that:

1. the delivery address is complete and correct;
2. the delivery recipient is available;
3. access and unloading are possible;
4. warehouse bookings and reference numbers are supplied in time;
5. import and customs formalities assigned to the Customer are completed.

14.3.

The Seller is not liable for delay or additional costs caused by:

1. an incorrect or incomplete address;
2. absence of the recipient;
3. refusal by a warehouse or recipient;
4. missing booking or reference details;
5. restricted access;
6. failure to pay customs duties or taxes;
7. customs inspection;
8. failure by the Customer to cooperate.

14.4. Incoterms

Where the parties expressly agree an Incoterm, the named Incoterm and the stated version of the Incoterms rules shall apply to delivery, costs and transfer of risk.

If no Incoterm is expressly stated, Chapter 14.5 applies.

14.5. Transfer of Risk

Unless otherwise expressly agreed in writing, risk of accidental loss or damage passes to the Business Customer when the Products are handed to the first Carrier for transport to the Customer.

The Seller may arrange and pay for transport without assuming the risk of a guaranteed arrival date.

Ownership remains subject to Chapter 6.9.

14.6. Carrier Delays

Where the Seller dispatches Products in accordance with the agreed production and dispatch schedule, a delay attributable to the Carrier or circumstances outside the Seller’s reasonable control does not automatically entitle the Customer to:

1. cancel the Order;
2. reject the Products;
3. receive a refund of the Product price;
4. receive compensation for an event or campaign;
5. withhold payment.

14.7.

In the event of a Carrier delay, the Seller shall provide reasonable assistance in:

1. tracing the shipment;
2. communicating with the Carrier;
3. submitting an appropriate Carrier claim.

Any Carrier claim and compensation are subject to applicable transport law and the Carrier’s conditions.

14.8.

A guaranteed courier service, dedicated vehicle, time-critical service or special event-delivery arrangement applies only where:

1. it is separately quoted;
2. the relevant conditions are expressly stated;
3. it is accepted by the Customer in writing.

14.9.

The Seller is not liable solely because Products arrive after the date on which the Customer intended to use them, unless the Seller expressly accepted a guaranteed delivery obligation and the delay is directly attributable to the Seller.

15. Transport Damage and Delivery Inspection

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15.1.

The Customer must inspect the number and external condition of cartons immediately upon delivery.

15.2.

Visible damage, shortages, crushed packaging, wet packaging, opened cartons or pallet damage must be:

1. recorded on the Carrier’s delivery document;
2. photographed before unpacking;
3. reported to the Seller without delay.

Signing a delivery document without reservation may limit or prevent a transport claim.

15.3.

Concealed transport damage must be reported in writing no later than seven calendar days after delivery or within any shorter mandatory Carrier deadline.

15.4.

The Customer must retain:

1. the Products;
2. cartons;
3. internal packaging;
4. shipping labels;
5. pallet wrapping;
6. photographs and other evidence.

The Customer must not destroy packaging or damaged Products before the Carrier or Seller has had a reasonable opportunity to inspect them.

15.5.

Transport damage affecting some Products does not automatically make the entire shipment or Order defective.

16. Exclusion of Statutory Warranty and Limited Contractual Remedy

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16.1.

To the fullest extent permitted by applicable law, the Seller’s statutory liability for defects, including liability under the Polish statutory warranty for defects known as “rękojmia”, is excluded in relation to Business Customers.

This exclusion does not apply where mandatory law does not permit it.

16.2.

Instead of statutory warranty remedies, the Seller provides only the limited contractual remedy set out in this Chapter.

16.3.

At the time risk passes to the Customer, the Products shall materially conform to:

1. the accepted Order;
2. the agreed Product Specification;
3. the Approved Artwork;

subject to the colour, manufacturing, printing, quantity and technological tolerances set out in these Terms.

16.4. Affected Products

Only Products confirmed by the Seller to have a material manufacturing or printing non-conformity attributable to the Seller shall be treated as Affected Products.

A non-conformity affecting some Products does not make the remaining Products or the entire Order defective.

16.5. Available Remedy

Where a properly documented claim is accepted, the Seller shall, at its own option:

1. replace or reproduce the confirmed Affected Products free of charge; or
2. refund the purchase price actually paid for the confirmed Affected Products.

The remedy requested by the Customer is not binding on the Seller.

16.6.

The Seller may select the reasonable production, replacement and delivery method used for replacement Products.

Replacement does not mean that the Seller guarantees delivery before the Customer’s event or intended use date unless separately agreed in writing.

16.7.

No right to a refund of the entire Order arises solely because some Products are Affected Products.

A refund of the entire Order may be granted only where:

1. the entire delivered quantity is confirmed to be materially non-conforming;
2. the non-conformity is attributable to the Seller;
3. the Seller elects to refund the price instead of replacing the Products.

16.8.

Replacement or refund of the purchase price of the confirmed Affected Products is the Customer’s sole contractual remedy for a manufacturing or printing non-conformity, to the fullest extent permitted by law.

16.9.

A refund does not include:

1. event or campaign costs;
2. labour or personnel costs;
3. filling or packing costs;
4. disposal costs incurred without prior written approval;
5. lost profit;
6. substitute-purchase costs;
7. marketing costs;
8. customs duties and taxes;
9. third-party charges;
10. additional transport costs;

unless expressly accepted by the Seller in writing or required by mandatory law.

16.10.

Nothing in these Terms excludes liability for a defect or non-conformity intentionally concealed by the Seller.

17. Claim Procedure

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17.1. Initial Inspection

The Customer must inspect Products immediately after delivery and before:

1. distributing them;
2. reselling them;
3. filling them;
4. using them;
5. applying additional printing, labelling or finishing.

17.2. Claim Deadlines

Visible manufacturing, printing or quantity discrepancies must be reported in writing within seven calendar days after delivery.

A non-conformity which could not reasonably have been identified during the initial inspection must be reported:

1. within three Business Days after discovery; and
2. no later than thirty calendar days after delivery.

Failure to comply with these deadlines constitutes acceptance of the Products and waiver of the contractual claim, to the fullest extent permitted by law.

17.3. Required Evidence

A claim must contain:

1. the Order and invoice number;
2. a detailed and objective description of the alleged issue;
3. the exact quantity claimed to be affected;
4. photographs showing representative examples;
5. photographs of complete Products;
6. photographs of cartons and shipping labels;
7. batch, pallet or package identification;
8. information about storage, filling, handling and use;
9. video evidence where reasonably requested.

A general statement that the Order is “unusable”, “poor quality”, “incorrect” or “not acceptable” is insufficient without objective evidence and identification of the affected quantity.

17.4. Preservation of Evidence

The Customer must:

1. segregate the Products concerned;
2. retain them in their current condition;
3. retain representative samples;
4. retain relevant packaging;
5. protect the Products from further damage.

The Customer must not destroy, dispose of, return, alter or continue using the Products concerned before receiving the Seller’s written instructions.

17.5. Inspection and Samples

The Seller may require:

1. additional photographs;
2. video recordings;
3. representative samples;
4. return of Products;
5. inspection by the Seller, Carrier or an independent expert;
6. evidence concerning storage and use.

Failure to provide reasonable evidence or access may result in rejection of the claim.

17.6.

The Seller shall assess a complete claim within 30 days after receiving all reasonably requested information, evidence and samples.

The assessment period does not begin until the claim documentation is complete.

Failure to respond within the assessment period does not constitute automatic acceptance of the claim.

17.7.

Distribution, filling, use or resale of Products after the Customer became aware of an alleged non-conformity may constitute acceptance of those Products and may reduce or exclude the remedy.

17.8.

Products returned without the Seller’s prior written authorisation may be refused or returned at the Customer’s expense.

17.9.

Where the claim is rejected, the Customer bears the costs of returning samples or Products unless otherwise agreed.

Where the claim is accepted, reasonable return costs requested in advance by the Seller shall be borne by the Seller.

18. Matters That Do Not Constitute Defects

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A Product shall not be considered defective or non-conforming solely because of:

1. subjective dissatisfaction with Approved Artwork;
2. a spelling, content, layout or design error approved by the Customer;
3. low-resolution or incorrectly prepared Customer files;
4. minor CMYK or Pantone colour variation;
5. differences between screen colours and printed colours;
6. differences between digital visualisations and physical Products;
7. differences between separate production batches;
8. normal variations caused by substrate or printing technology;
9. normal cutting, die-cutting, trimming, forming, gluing, wrapping or finishing tolerances;
10. minor variation in dimensions, nominal capacity or shape;
11. minor shifts in printing, centring, registration or label position;
12. visible seams, overlaps, joints or glued areas inherent in the selected manufacturing method;
13. quantity variation expressly permitted by the quotation or Product Specification;
14. characteristics disclosed in the Product Specification;
15. effects caused by moisture, condensation, freezing or heat outside the Product’s intended use;
16. mechanical scratching, scraping, rubbing or abrasion;
17. damage caused during filling, transport after delivery, distribution or use;
18. improper storage or handling;
19. use with unsuitable food, drinks, chemicals or temperatures;
20. mandatory markings omitted from Customer-supplied or Customer-approved Artwork;
21. failure by the Customer to perform compatibility tests;
22. modifications made after delivery;
23. normal characteristics of paper, board, plastic, ink, varnish, adhesive or labels;
24. differences resulting from CMYK conversion of a Pantone, RGB, HEX or RAL colour;
25. failure to obtain a physical proof where exact colour control was essential.

19. Customer Artwork, Intellectual Property and Indemnity

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19.1.

The Customer grants the Seller a non-exclusive licence to use, reproduce and make necessary technical modifications to the Artwork solely for:

1. preparing the Order;
2. manufacturing Products;
3. performing quality control;
4. fulfilling the Agreement.

19.2.

The Customer warrants that it owns or has all necessary permissions to use:

1. Artwork;
2. logos and trademarks;
3. names;
4. photographs and images;
5. fonts;
6. copyrighted materials;
7. designs and other content supplied to the Seller.

19.3.

The Seller is not responsible for independently verifying the Customer’s ownership or right to use intellectual property.

19.4.

The Customer shall indemnify the Seller against claims, losses, penalties, damages and reasonable legal costs arising from:

1. infringement of third-party intellectual-property rights;
2. unlawful or misleading Customer content;
3. unauthorised use of a logo, trademark, image or name;
4. failure to include a legally required marking in Customer-supplied or approved Artwork;
5. instructions given by the Customer which cause legal non-compliance.

The indemnity applies to the extent that the relevant claim results from material or instructions supplied or approved by the Customer.

19.5.

The Seller may refuse to print content which it reasonably considers:

1. unlawful;
2. infringing;
3. fraudulent or misleading;
4. discriminatory;
5. likely to damage the Seller’s legitimate reputation.

19.6.

The Seller retains all rights in:

1. templates and dielines;
2. production methods;
3. technical layouts;
4. software;
5. know-how;
6. manufacturing files;
7. tools;
8. production documentation.

No such rights are transferred unless expressly agreed in writing.

19.7. Samples and Portfolio

Unless the Customer objects in writing before production, the Seller may retain reasonable overproduction samples and use photographs of completed Products for:

1. internal quality records;
2. physical samples;
3. portfolio presentations;
4. marketing of the Seller’s manufacturing capabilities.

The Seller shall not use Products for public portfolio or marketing purposes where:

1. a separate confidentiality agreement prohibits such use; or
2. the Customer objected in writing before production.

20. Force Majeure

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20.1.

The Seller is not liable for delay or failure caused by circumstances beyond its reasonable control, including:

1. natural disasters;
2. fire or flood;
3. epidemic or pandemic;
4. war, terrorism, civil disturbance or sanctions;
5. government action;
6. customs delays;
7. strikes or labour disputes;
8. transport interruption;
9. road, air, rail or port disruption;
10. energy or telecommunications failure;
11. cyberattack;
12. raw-material shortage;
13. supplier failure;
14. breakdown of essential machinery despite reasonable maintenance;
15. failure or delay of a Carrier;
16. extreme weather;
17. interruption of critical IT, payment or production systems.

20.2.

The affected obligations and deadlines are suspended for the duration of the event and for a reasonable recovery and rescheduling period.

20.3.

The Seller may use alternative materials, production methods, suppliers or Carriers where this does not materially impair the agreed intended use of the Product.

20.4.

If performance becomes impossible or commercially unreasonable for an extended period, the Seller may cancel the affected unperformed part of the Order.

In that event, the Seller shall refund payment received for the cancelled and unperformed portion, less properly incurred and non-recoverable costs where permitted by law.

21. Limitation of Liability

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21.1.

To the fullest extent permitted by law, the Seller is not liable for:

1. loss of profit;
2. loss of revenue;
3. loss of business;
4. loss of contracts;
5. loss of anticipated savings;
6. loss of goodwill or reputation;
7. event cancellation, disruption or reduced attendance;
8. marketing or campaign costs;
9. losses resulting from Products not being available for a particular event;
10. indirect or consequential loss;
11. special, incidental, exemplary or punitive damages.

21.2.

The Seller is not liable for commitments made by the Customer to:

1. its own client;
2. an event organiser;
3. a venue;
4. a distributor;
5. a procurement department;
6. another third party;

unless the Seller expressly accepted the specific commitment in writing.

21.3.

The Customer may not recover from the Seller any:

1. contractual penalty;
2. service credit;
3. refund obligation;
4. compensation;
5. chargeback;
6. third-party liability;

which the Customer accepted towards another party without the Seller’s prior written approval.

21.4.

Subject to Chapter 21.6, the Seller’s total aggregate liability arising from an Order shall not exceed the net purchase price actually paid for the Products directly affected by the event giving rise to liability.

Where only some Products are affected, the liability cap is limited to the net purchase price attributable to the confirmed Affected Products.

21.5.

The limitations in this Chapter apply regardless of whether the claim is based on:

1. contract;
2. statutory warranty;
3. negligence;
4. misrepresentation;
5. indemnity;
6. another legal basis;

to the fullest extent permitted by law.

21.6.

Nothing in these Terms excludes or limits liability:

1. for damage caused intentionally by the Seller;
2. for fraud or intentional concealment of a defect;
3. for death or personal injury where liability cannot legally be excluded;
4. under mandatory product-liability law;
5. to the extent that exclusion or limitation is prohibited by mandatory law.

22. Confidentiality

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22.1.

Where either party receives information clearly identified as confidential, it shall use that information only for performance of the Agreement and shall not disclose it except:

1. to employees, contractors or advisers who need the information;
2. where disclosure is required by law;
3. where the information is already lawfully public;
4. with the other party’s consent.

22.2.

Standard quotations, ordinary Artwork and information not identified as confidential are not automatically subject to a separate confidentiality obligation.

A Customer requiring additional confidentiality must request and conclude a separate written confidentiality agreement before supplying sensitive material.

23. Personal Data

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Personal data is processed in accordance with the Privacy Policy published on the Website.

The Customer confirms that it is authorised to provide personal data relating to its employees, representatives, delivery recipients and other persons involved in the Order.

24. Notices and Communication

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24.1.

Operational notices, approvals and Order communications may be sent by email.

24.2.

Artwork approval or an Order instruction sent from the Customer’s registered email address, account or procurement system shall be treated as binding approval by the Customer.

24.3.

The Customer must promptly notify the Seller of any change to its:

1. contact details;
2. billing details;
3. VAT number;
4. delivery address;
5. authorised representatives.

The Seller is not responsible for consequences of communications or deliveries sent using outdated details supplied by the Customer.

25. Governing Law and Jurisdiction

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25.1.

These Terms and every Agreement concluded under them are governed by the laws of Poland.

25.2.

The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 does not apply.

25.3.

To the extent permitted by applicable law, the courts having jurisdiction over the Seller’s registered office in Poland shall have exclusive jurisdiction over disputes arising from or connected with an Order, Agreement or these Terms.

25.4.

Before commencing court proceedings, the parties should attempt in good faith to resolve the dispute through written negotiations.

26. Final Provisions

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26.1.

These Terms, together with the Order Confirmation, agreed Product Specification and Approved Artwork, constitute the entire agreement concerning the Order.

26.2.

The Customer confirms that it has not relied on an oral statement or assurance not included in the documents forming the Agreement.

26.3.

The Seller may subcontract production, printing, finishing, storage and transport.

Use of subcontractors does not extend the Seller’s liability beyond the limits set out in these Terms.

26.4.

The Customer may not assign or transfer an Order or its rights under the Agreement without the Seller’s prior written consent.

26.5.

Failure or delay by the Seller in exercising a right does not constitute a waiver.

26.6.

If a provision is found invalid or unenforceable, it shall be limited or modified to the minimum extent necessary, and the remaining provisions shall continue in force.

26.7.

Headings are for convenience only and do not affect interpretation.

26.8.

Where these Terms are translated, the English-language version prevails in the event of inconsistency, unless mandatory law requires otherwise.

26.9.

The Seller may amend these Terms.

An amendment applies only to Orders accepted after the amended version has been made available to the Customer.

26.10.

Any exception, amendment or additional obligation relating to a specific Order must be expressly accepted in writing by an authorised representative of the Seller.