General Terms & Conditions

These General Terms and Conditions for the Sale of Products and Provision of Services (hereinafter: the "Terms") set out the rules for entering into and performing agreements for the sale of Products and provision of Services by Vullpo sp. z o.o. with its registered office in Warsaw for business entities. The Terms form an integral part of every Agreement, unless the Parties have expressly agreed otherwise in a separate arrangement in written or documentary form.

Article 1 – Definitions

Seller – Vullpo sp. z o.o. with its registered office in Warsaw (ul. Marcelego Handelsmana 7/46, 02-972 Warsaw, Poland), entered in the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0001202381, Tax ID (NIP): PL9512633026, Statistical ID (REGON): 543092734, share capital PLN 100,000.00.

Buyer – a business entity that enters into an Agreement with the Seller for the purchase of Products or Services.

Party – the Seller or the Buyer respectively; collectively referred to as the "Parties".

Products – all goods offered by the Seller, including in particular: thermal tickets and wristbands, silicone and fabric wristbands, RFID tickets and cards, eco-friendly cards (Eco Cards), ticket and card printers, scanners, and related accessories and consumables.

Standard Products – Products available in the Seller's current range that do not require individual customisation or modification.

Custom Products – Products manufactured or configured to the Buyer's individual order, including Products with custom printing, programming, or technical adaptation.

Services – all services provided by the Seller, including in particular: graphic design, servicing, technical support, system implementation, software licensing, and training.

Software – software supplied by the Seller, including the cashless payment system and other software solutions, made available to the Buyer under a separate licence.

Agreement – any arrangement between the Parties concerning the sale of Products or the provision of Services, regardless of the form of conclusion (offer and acceptance, order, framework agreement, etc.).

Business Day – any day from Monday to Friday, excluding public holidays in the Republic of Poland.

Article 2 – Scope of Application

1. These Terms apply to all Agreements entered into between the Seller and the Buyer, unless the Parties have agreed otherwise in written or documentary form.
2. These Terms take precedence over the Buyer's general terms and conditions, unless the Seller has expressly consented to the application of the Buyer's terms.
3. Should any provision of these Terms prove invalid or ineffective, this shall not affect the validity of the remaining provisions. In such case, the Parties shall endeavour to replace the defective provision with a valid one that most closely reflects the Parties' intent.
4. The Terms are made available to the Buyer before the conclusion of the Agreement. The placement of an order by the Buyer constitutes confirmation that the Buyer has read and accepts these Terms.

Article 3 – Offers and Orders

1. The Seller's offers are for informational purposes only and do not constitute an offer within the meaning of Article 66 of the Polish Civil Code, unless the Seller expressly indicates otherwise.
2. An order placed by the Buyer becomes binding upon its written or documentary confirmation by the Seller.
3. Prices quoted in the Seller's offers and price lists are net prices and do not include VAT, which will be added at the applicable rate on the date of invoice issuance.
4. The Seller reserves the right to change prices in the event of significant changes in exchange rates, raw material prices, transport costs, or purchase prices from manufacturers, of which the Buyer will be informed before order fulfilment.

Article 4 – Delivery Terms

1. The delivery date indicated in the Agreement is approximate, unless the Parties have expressly agreed on a binding deadline. The Seller shall use reasonable endeavours to meet the agreed delivery dates.
2. In the event of a delivery delay exceeding 30 Business Days beyond the agreed date, the Buyer may set the Seller an additional deadline of no fewer than 14 Business Days. Upon the fruitless expiry of this additional deadline, the Buyer may withdraw from the Agreement in respect of the undelivered Product.
3. The Seller is entitled to deliver in instalments, with the right to issue a separate invoice for each partial delivery.
4. Unless the Parties agree otherwise, delivery costs are not included in the Product price and are borne by the Buyer. The risk of accidental loss or damage to the Product passes to the Buyer upon handover of the Product to the carrier.
5. The Buyer is obliged to provide the Seller with all information and materials necessary for the performance of the Agreement within the agreed timeframe. In the absence of timely delivery of complete and correct information, the Seller is entitled to suspend performance of the Agreement and to charge the Buyer for costs arising from the delay.
6. The Buyer bears full responsibility for the content, legality, and accuracy of all data, materials, and information provided to the Seller for the purpose of performing the Agreement.

Article 5 – Acceptance and Complaints

1. The Buyer is obliged to inspect the Product without delay upon receipt. Quantity shortages, transport damage, or delivery of a Product other than ordered shall be noted on the consignment note upon receipt. The absence of objections on the consignment note constitutes acceptance of delivery without reservations.
2. Apparent defects of the Product must be reported to the Seller in written or documentary form within 14 days of the date of receipt. Failure to report defects within this period results in the loss of warranty rights in respect of apparent defects.
3. Hidden defects must be reported in written or documentary form within 14 days of their discovery or the date on which the Buyer could have discovered the defect with due diligence. Failure to observe this deadline results in the loss of warranty rights in respect of hidden defects.
4. Filing a complaint does not release the Buyer from the obligation to make timely payment for delivered Products or performed Services.
5. In the event of a justified complaint, the Seller shall – at its own discretion – repair the defective Product, replace it with one free from defects, or supplement the missing delivery item. If repair or replacement proves impossible or excessively costly, the Buyer is entitled to a proportionate price reduction corresponding to the extent of the defect.
6. The Seller's liability under the statutory warranty for physical defects of Products is limited to the rights described in this Article. In all other respects, the statutory warranty is excluded pursuant to Article 558 §1 of the Polish Civil Code.

Article 6 – Equipment Warranty

1. The Seller provides a warranty on Products that are electronic equipment (in particular printers and scanners) for a period of 12 months from the date of delivery, unless otherwise agreed in the Agreement.
2. The warranty covers material defects and manufacturing defects discovered during the warranty period under normal use in accordance with the technical documentation.
3. The warranty does not cover: (a) mechanical damage, (b) damage resulting from improper use, neglect, or non-compliance with the user manual, (c) damage resulting from interference by persons not authorised by the Seller, (d) normal wear and tear and consumable materials.
4. Under the warranty, the Seller shall – at its own discretion – repair or replace the defective equipment. Replaced parts or devices become the property of the Seller.
5. Warranty repairs shall be carried out within a reasonable time from the date the warranty claim is accepted. The costs of transporting the equipment to the service centre are borne by the Buyer, unless the Parties agree otherwise.

Article 7 – Remuneration and Payment Terms

1. The Buyer is obliged to pay the remuneration in the amount and currency specified on the invoice issued by the Seller.
2. The payment term is 14 days from the date of invoice issuance, unless the Parties have agreed on a different term. Payment is made by bank transfer to the bank account indicated on the invoice.
3. All prices are net prices. VAT will be added to each price at the rate applicable on the date of invoice issuance.
4. In the event of late payment, the Seller is entitled to statutory interest for late payment in commercial transactions in accordance with the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions.
5. In the event of late payment, the Seller has the right to suspend the fulfilment of current and future orders until the arrears are settled.
6. All costs of pursuing outstanding debts, including legal costs and debt collection proceedings, are borne by the Buyer.
7. In the event of the initiation of restructuring, insolvency, or liquidation proceedings against the Buyer, all of the Seller's receivables become immediately due and payable.

Article 8 – Retention of Title

Title to the delivered Products passes to the Buyer only upon full payment of the remuneration and all other amounts due under the Agreement. Until full payment is made, the Buyer is obliged to store the Products properly and refrain from disposing of them, including selling, encumbering, or making them available to third parties. In the event of failure to make full payment by the due date, the Seller is entitled to demand the return of the Products.

Article 9 – Amendments to the Agreement

1. Any changes to the scope or terms of performance of the Agreement require written or documentary agreement of both Parties, including any adjustment to the remuneration and deadlines.
2. If the Buyer requests an amendment to the Agreement during or after its performance, the Buyer shall bear all costs associated therewith. The Seller is entitled to remuneration for the part of the Agreement already performed.

Article 10 – Suspension of Performance and Withdrawal from the Agreement

1. The Seller is entitled to suspend performance of the Agreement or to withdraw from it in the following cases: (a) non-performance or improper performance of the Agreement by the Buyer, (b) the Seller becoming aware of circumstances that may significantly impede the Buyer's performance of its obligations, (c) the Buyer's failure to provide the requested security for proper performance of the Agreement within the designated deadline.
2. The Buyer may withdraw from the Agreement for Standard Products before their dispatch, subject to payment of a withdrawal fee of 20% of the net order value. Amounts paid prior to withdrawal are refundable after deduction of the withdrawal fee and costs already incurred by the Seller.
3. Withdrawal from the Agreement for Custom Products is only possible before the commencement of production, subject to payment of the preparatory costs incurred by the Seller. After the commencement of production of Custom Products, withdrawal from the Agreement by the Buyer is not permitted.
4. A declaration of suspension or withdrawal from the Agreement must be made in written or documentary form to be valid.

Article 11 – Liability

1. The Seller shall not be liable for the Buyer's lost profits (lucrum cessans) or indirect damages, including lost savings, losses resulting from business interruption, or loss of data.
2. The Seller shall not be liable for damage resulting from the use of Products in a manner inconsistent with their intended purpose, technical documentation, or user manual.
3. The Seller shall not be liable for non-performance or improper performance of the Agreement to the extent caused by an act or omission of the Buyer or persons for whom the Buyer is responsible.
4. The Seller's total liability under any Agreement is in all cases limited to the net remuneration due under that Agreement, but in no event exceeding the equivalent of EUR 25,000 (twenty-five thousand euros). This limitation does not apply to damage caused intentionally or through gross negligence of the Seller.
5. The Buyer undertakes to take reasonable steps to mitigate any potential damage.

Article 12 – Force Majeure

1. Force majeure means any external, extraordinary, and unpreventable events beyond the control of a Party, including in particular: natural disasters, epidemics, acts of war, acts of terrorism, strikes, power outages, telecommunications system failures, import or export restrictions imposed by state authorities, and other events of a similar nature that prevent the performance of the Agreement in whole or in part.
2. The Party affected by force majeure is obliged to immediately notify the other Party of its occurrence and expected duration in written or documentary form.
3. During the period of force majeure, the obligations of the affected Party are suspended to the extent that their performance is impossible or excessively difficult, without any obligation to pay compensation.
4. If the state of force majeure lasts for more than 60 days, either Party is entitled to terminate the Agreement with immediate effect, without any obligation to pay compensation. The Seller is entitled to remuneration for the part of the Agreement performed before the occurrence of force majeure.

Article 13 – Intellectual Property Rights

1. All intellectual property rights to works created by the Seller in connection with the performance of the Agreement, including in particular graphic designs, drawings, models, software, and documentation, remain the property of the Seller. Transfer of ownership of physical media does not constitute a transfer of intellectual property rights.
2. Upon full payment of the remuneration, the Seller grants the Buyer a non-exclusive, non-transferable licence to use the works referred to in paragraph 1, solely to the extent necessary for using the Products in accordance with their intended purpose. A broader scope of licence requires a separate agreement in written or documentary form to be valid.
3. The Buyer is not entitled to copy, publish, or make available to third parties any materials received from the Seller without the Seller's prior written or documentary consent.
4. The Buyer represents and warrants that all materials, data, and information provided to the Seller for the performance of the Agreement do not infringe the intellectual property rights of third parties. The Buyer undertakes to indemnify and hold the Seller harmless against any claims by third parties relating to infringement of their intellectual property rights by materials supplied by the Buyer.

Article 14 – Software Licence

1. Software made available by the Seller, including the cashless payment system, is the subject of a licence granted to the Buyer on terms set out in a separate licence agreement.
2. Unless the licence agreement provides otherwise, the licence is non-exclusive, non-transferable, and limited territorially and in time in accordance with the provisions of the licence agreement.
3. The Buyer is not entitled to decompile, reverse engineer, modify, sublicence, or make the Software available to third parties without the Seller's prior written or documentary consent.
4. The Seller is not liable for the operation of Software integrated with the Buyer's or third parties' systems, if such integration was not performed by the Seller or without the Seller's prior written or documentary consent.

Article 15 – Confidentiality

1. Confidential information means any information of a technical, commercial, organisational, or financial nature obtained by one Party from the other in connection with the performance of the Agreement, the confidential nature of which results from its designation as "confidential" or from the circumstances of its disclosure. All prices agreed in the Agreement constitute confidential information without the need for a separate reservation.
2. Each Party undertakes not to disclose, transfer, or use the other Party's confidential information for purposes other than the performance of the Agreement, without the other Party's prior written or documentary consent, subject to obligations arising from mandatory provisions of law (in such cases, the Party concerned must immediately notify the other Party in at least documentary form, specifying the scope of disclosure, the entity to which confidential information is to be disclosed, and the purposes for which confidential information is to be used, unless doing so would constitute a breach of the law).
3. The obligation of confidentiality is perpetual.
4. In the event of a breach of the confidentiality obligation, the breaching Party shall pay a contractual penalty of PLN 5,000 (five thousand zlotys) for each instance of breach and PLN 500 (five hundred zlotys) for each day the breach continues. The stipulation of a contractual penalty does not preclude the right to claim compensation exceeding the amount of the stipulated penalty on general principles.

Article 16 – Final Provisions

1. Matters not regulated by these Terms shall be governed by Polish law, in particular the Polish Civil Code.
2. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is excluded.
3. All disputes arising from Agreements governed by these Terms shall be resolved by the court of general jurisdiction competent for the Seller's registered office.
4. Amendments to these Terms require written or documentary form to be valid.
5. These Terms shall enter into force on the date of their publication on the Seller's website or delivery to the Buyer.