GENERAL TERMS OF SALE SWAG42 LLC

1. 1.1
   These General Terms of Sale (hereinafter – “General Terms”), unless otherwise indicated in a separate agreement with the Buyer, apply to orders for the delivery of goods and services by SWAG42 Sp. z o.o., a limited liability company incorporated under the laws of Poland, REGON: 521519670, NIP: 5213960548, KRS No.: 0000957590, with its registered office at Mineralna 15A, 02-274 Warsaw, Poland (the “Seller”).
2. 1.2
   The Seller reserves the right to amend these General Terms unilaterally at any time. An amended version of the General Terms will be published on the Seller’s website at https://swag42.com/ and shall become effective from the date indicated there.
   
   The Seller may update the rates and calculation methods applicable to Service Fees from time to time. Any such changes shall apply prospectively only and shall not affect Service Fees already incurred before the effective date of the change.
3. 1.3
   These General Terms also apply to purchases made via the SWAG-on-demand Platform.
4. 1.4
   The Seller offers Goods exclusively to legal entities and natural persons acting in the course of their business or professional activity. The Goods are not offered to consumers.
5. 1.5
   For the purposes of these General Terms, the following terms have the following meaning:

   • the “Buyer” means the entity to which the Seller provides the Goods under the Contract;
   • the “Contract” means either the contract agreement signed by both Parties, or the proforma-invoice (hereinafter – “Invoice”) sent to the Buyer by the Seller and accepted by the Buyer in accordance with the procedure established here.
   • The “Platform” means SWAG42 on-demand platform located at: https://my.swag42.com/
   • “In writing” means any document or information in handwritten or printed form or in any form capable of being downloaded, printed, or otherwise preserved in tangible form and read, provided that the security of the content is ensured and that the signature is identifiable. This includes documents and information transmitted via e-mail and messengers, unless otherwise expressly agreed by the Parties.

1. 2.1
   The Seller undertakes to manufacture and deliver to the Buyer custom-branded goods (the “Goods”), and the Buyer undertakes to accept and pay for the Goods in accordance with these General Terms and the terms agreed by the Parties.
2. 2.2
   The Goods may be branded with the Buyer’s own proprietary design, in which case the details of such design shall be agreed by the Parties in writing or via the Platform.
3. 2.3
   Unless otherwise agreed by the Parties, the Buyer grants the Seller a limited, non-exclusive right to use the Buyer’s intellectual property, including trademarks and designs, solely to the extent necessary for the production of the Goods. All proprietary and intellectual property rights in materials provided by the Buyer shall remain the sole property of the Buyer or its respective licensors. For the avoidance of doubt, no intellectual property rights belonging to the Seller are transferred to the Buyer unless expressly agreed in writing.

1. 3.1
   The essential terms of the Contract between the Seller and the Buyer shall be specified in the relevant Invoice. Such terms include the name and description of the Goods, the price of the Goods and the delivery address(es) (country). The Parties may agree additional terms of the Contract in writing.
2. 3.2
   The Seller’s display of items in the Platform does not, in itself, constitute a legally binding offer given by the Seller. The Seller strives to abide by the offer as given but retains the right to alter items if needed due to production.
3. 3.3
   An Invoice sent by the Seller to the Buyer constitutes an offer to conclude a Contract. The Contract between the Seller and the Buyer shall be deemed concluded upon the Buyer’s acceptance of that offer. Acceptance may be evidenced by: (i) the Buyer’s or its representative’s written acceptance of the Invoice; (ii) full or partial payment of the purchase price specified in the Invoice; or (iii) other conduct by the Buyer or its representative that clearly indicates acceptance of the offer.
4. 3.4
   The Buyer’s acceptance of the offer constitutes approval of the design and customization of the Goods as presented to the Buyer at the time the offer was made, unless otherwise agreed by the Parties in writing.

1. 4.1
   Unless otherwise agreed by the Parties, delivery of the Goods is subject to 100% prepayment. The Buyer shall make the prepayment within 3 (three) business days after receipt of the relevant Invoice from the Seller. All Invoices must be paid in full before printing or production begins. For purchases made via the Platform, the Seller shall commence production only after the Buyer’s order is indicated as “paid”.
2. 4.2
   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. In case of payments made on the Platform, the payment can be done via Stripe service.
3. 4.3
   The date of payment is the date when the funds are deposited to the Seller’s bank account.
4. 4.4
   Title to Goods will remain with Seller until Buyer (Buyer’s representative) accepts delivery.
5. 4.5
   VAT rate of 0% is applicable only under the following conditions:

   • (i) if the Goods are exported outside of the EU territory provided that the export is confirmed with respective documentation (i.e. provided that export clearance is carried out in accordance with procedures laid down by applicable legislation); or
   • (ii) if the Goods are transferred within the EU territory outside of Poland, which is confirmed with respective documentation, and the Buyer has an assigned active EU VAT number.
6. 4.6
   The price of the Goods may change automatically, without the Buyer’s additional consent, where a change of the delivery address results in the application of VAT at the rate of 23%. Any change of delivery address shall be made in writing, including by e-mail.
7. 4.7
   The Buyer consents to receiving invoices only electronically.
8. 4.8
   In addition to the price of the Goods and any other charges applicable under these General Terms, the Buyer shall pay the service fees applicable to the relevant Order, warehousing and/or shipment, as set out in the Annex 1 (Schedule of Service Fees). The type, applicability, rate or calculation method, and the time at which each Service Fee is charged shall be determined in accordance with the table below.
   
   Unless otherwise expressly stated, all Service Fees are exclusive of VAT and any other applicable taxes.
   
   Service Fees arising after the relevant Order has been placed, including fees related to warehousing or subsequent shipments, may be charged separately and shall not require an amendment to the original Order or Contract.

1. 5.1
   Unless otherwise indicated in the relevant Invoice or otherwise agreed by the Parties in writing, the Seller shall manufacture the Goods within thirty (30) business days following the latest of:

   • (a) receipt by the Seller of the full prepayment or other payment agreed for the relevant order;
   • (b) receipt of all specifications, size ranges, quantities, branding files, delivery information and other information reasonably required from the Buyer; and
   • (c) the Buyer’s approval of the relevant sample, mock-up, design proof or production proof, where such approval is required.

   Any production or delivery dates communicated by the Seller before all the requirements specified above have been fulfilled shall be indicative only.
2. 5.2
   The method, place and estimated date of delivery shall be specified in the relevant Invoice, order confirmation or otherwise agreed by the Parties in writing.
   
   Unless expressly agreed otherwise, the Seller shall be entitled to select the carrier and the method of transportation, taking into account the delivery destination, characteristics of the Goods and commercially reasonable transportation arrangements.
3. 5.3
   The Buyer shall provide the Seller with complete and accurate delivery instructions, including, as applicable:

   • the name of the recipient;
   • the complete delivery address;
   • the recipient’s telephone number and email address;
   • any access, customs or delivery instructions; and
   • any other information reasonably required for the proper shipment and delivery of the Goods.

   The Seller shall be entitled to rely on the information provided by the Buyer and shall not be required to independently verify its accuracy or completeness.
4. 5.4
   The Seller shall arrange the packaging, labelling and handover of the Goods to the carrier in accordance with the relevant order and the information provided by the Buyer.
   
   Upon the Buyer’s request, the Seller shall provide the relevant shipment reference and tracking number or tracking link, where such information is made available by the carrier.
5. 5.5
   Unless otherwise agreed in writing, the Buyer shall be solely responsible for all transportation, shipping and import-related charges, including, without limitation:

   • freight and delivery costs;
   • customs duties;
   • import VAT and other import taxes;
   • customs clearance fees;
   • customs broker or representative fees;
   • storage, inspection and handling charges imposed in connection with customs clearance; and
   • any other charges imposed by carriers, freight forwarders, customs authorities or other governmental authorities in the country of import.

   Such charges may be invoiced together with the price of the Goods, separately before dispatch, or after dispatch or delivery where the final amount was not known in advance.
6. 5.6
   Any transportation or shipping costs communicated to the Buyer before dispatch constitute estimates unless expressly identified by the Seller as final and fixed.
   
   If the actual transportation costs exceed the estimated amount, the Seller shall be entitled to invoice the Buyer for the difference. Upon the Buyer’s reasonable request, the Seller shall provide reasonable supporting documentation issued by the relevant carrier, freight forwarder or logistics service provider.
7. 5.7
   If any import-related charges or other governmental fees payable by the Buyer are paid or advanced by the Seller, the carrier, freight forwarder, customs broker or any other party involved in customs clearance, the Buyer shall reimburse such amounts within 5 (five) business days following receipt of the relevant invoice or other reasonable supporting documentation.
8. 5.8
   The Buyer shall promptly provide all information and documents reasonably required for transportation, export, import or customs clearance.
   
   The Seller shall not be liable for any delay, additional cost, return, seizure or inability to deliver the Goods resulting from:

   • the Buyer’s failure to provide the required information or documents;
   • inaccurate or incomplete information provided by the Buyer;
   • the Buyer’s or recipient’s failure to cooperate with the carrier, customs broker or competent authority; or
   • the Buyer’s or recipient’s failure to pay applicable customs duties, taxes or other charges.

   Any additional costs arising in such circumstances shall be borne by the Buyer.
9. 5.9
   If delivery cannot be completed due to circumstances attributable to the Buyer or the recipient, including an incorrect or incomplete address, refusal or failure to accept the shipment, failure to respond to the carrier, failure to provide customs information or failure to pay applicable charges, the Buyer shall reimburse the Seller for all documented additional costs, including:

   • return transportation;
   • redelivery;
   • storage;
   • customs clearance;
   • address correction; and
   • carrier or broker administration fees.

   The Seller may condition any redelivery on advance payment of the relevant additional costs.
10. 5.10
    The Seller shall not be liable for any delay, loss, failed delivery or other event occurring after the Goods have been handed over to the carrier, except to the extent directly caused by the Seller’s failure to properly prepare, package, label or hand over the Goods for transportation.
    
    The date and fact of handover to the carrier may be evidenced by a shipment confirmation, carrier receipt, tracking record or other reasonable proof of dispatch.
    
    Nothing in this Clause shall prevent the Seller from reasonably assisting the Buyer in submitting a complaint or claim against the carrier.
11. 5.11
    Unless otherwise agreed in writing, the Goods shall be deemed delivered when they have been delivered to:

    • the Buyer;
    • the recipient designated by the Buyer;
    • the delivery address designated by the Buyer; or
    • a collection point, parcel locker, reception desk or other location selected or approved by the Buyer or the recipient.

    A carrier’s delivery confirmation, tracking record, signed proof of delivery or other carrier record shall constitute prima facie evidence of delivery.
12. 5.12
    The Buyer shall inspect the Goods promptly after delivery for visible transportation damage and discrepancies in quantity.
    
    Where the packaging or Goods show visible signs of damage, the Buyer shall, where reasonably possible:

    • record the damage in the carrier’s delivery report;
    • take photographs of the packaging and the Goods; and
    • retain the packaging and other evidence necessary to submit a claim against the carrier.

    Failure to prepare a carrier report shall not automatically exclude the Buyer’s claims against the Seller concerning non-conformity of the Goods, but the Seller shall not be liable to the extent that such failure prevents or materially impairs the recovery of compensation from the carrier.
13. 5.13
    Any claim concerning the quantity, visible damage or material non-conformity of the Goods with the relevant order shall be notified to the Seller in writing without undue delay and, in any event, no later than five (5) business days following delivery.
    
    The notice shall:

    • identify the relevant order and affected Goods;
    • describe the alleged damage, shortage or non-conformity;
    • specify the quantity of affected Goods; and
    • include photographs or other reasonable supporting evidence, where available.
14. 5.14
    If the Buyer fails to notify the Seller within the period specified in Clause 5.13, the Goods shall be deemed accepted with respect to defects, damage or discrepancies that were reasonably discoverable upon inspection at the time of delivery.
    
    This limitation shall not apply to latent defects that could not reasonably have been identified during the initial inspection.
15. 5.15
    Where the Goods materially fail to conform to the specifications, designs, samples or descriptions agreed by the Parties, the Seller shall be entitled, at its option and within a reasonable period, to:

    • repair or rework the affected Goods;
    • replace the affected Goods;
    • supply the missing quantity; or
    • refund or credit the price paid for the affected Goods.

    The Buyer shall provide the Seller with a reasonable opportunity to inspect and cure the non-conformity before procuring replacement goods or incurring other costs.
16. 5.16
    The costs of returning Goods shall be borne by the Seller only where the return has been expressly authorized by the Seller and the relevant claim concerning the Goods has been accepted as justified.
    
    In all other cases, the costs of return shall be borne by the Buyer.
17. 5.17
    The Seller shall be entitled to use subcontractors, manufacturers, carriers, freight forwarders, customs brokers and other third-party service providers for the production, handling, transportation and delivery of the Goods without obtaining the Buyer’s prior consent.

1. 6.1
   In the event of non-performance or improper performance of obligations under the Contract, the Parties shall be liable in accordance with applicable Polish law.
2. 6.2
   The Seller shall bear contractual liability for any delay in the production and handover of the Goods for delivery. In case of such delay, the Seller shall pay the Buyer a contractual penalty in the amount of 0.01% of the net value of the delayed Goods for each day of delay, but not exceeding 10% of the net value of the delayed Goods in total.
3. 6.3
   Any dispute, controversy or claim arising out of or in connection with the Contract, including its amendment, termination, performance, validity or interpretation, shall be submitted to the competent court having jurisdiction over the Seller’s registered office and shall be governed by the laws of Poland.
4. 6.4
   In the presentation of the Goods via the Platform, minor deviations, in particular colour deviations and logo placements, may occur due to the technical presentation possibilities, which do not constitute a material defect nor a reason for a refund claim.

1. 7.1
   “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:

   • (a) that such impediment is beyond its reasonable control; and
   • (b) that it could not reasonably have been foreseen at the time of the conclusion of the contract; and
   • (c) that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
2. 7.2
   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.
3. 7.3
   A party successfully invoking this clause shall be released from its obligations and liability for damages or other contractual remedies for breach of contract, from the time the impediment prevents performance, provided that notice is given without undue delay. If notice is delayed, the exemption shall be effective from the time the other Party receives such notice. If the effect of the event is temporary, the exemption shall apply only for the period during which performance is prevented. If the duration of the event substantially deprives either Party of what it reasonably expected under the Contract, either Party may terminate the Contract by notice to the other within a reasonable time. Unless otherwise agreed, the Parties expressly agree that either Party may terminate the Contract if the force majeure event lasts for more than 120 days.
4. 7.4
   The Seller shall not be liable to the Buyer for any delay, failure to deliver, or default under the contract caused by transportation shortages, fire, accidents, Acts of God, epidemics, official prohibitions or actions postponing delivery, or any other causes beyond the Seller’s reasonable control. The Seller shall notify the Buyer promptly upon becoming aware that delivery as agreed may not be possible. Either party may terminate the Contract upon receipt of such notice.
5. 7.5
   If the Buyer’s ability to transfer funds is materially impaired due to an event beyond its reasonable control, including but not limited to banking system failures or a declared state of emergency, the Buyer shall use all reasonable efforts to make payments on time. Such delays shall be excused for the duration of the condition. However, the Buyer remains fully liable for the amount due, which shall be paid once the impediment ceases.

1. 8.1
   The Buyer shall keep confidential all non-public information disclosed or otherwise made available by the Seller in connection with the Parties’ business relationship, including information relating to orders, Goods, pricing, commercial terms and other information provided by the Seller in connection with such orders (“Confidential Information”), and shall not disclose or make such Confidential Information available to any third party without the Seller’s prior written consent. The Buyer may disclose Confidential Information to its employees, officers, contractors and professional advisers solely to the extent necessary for the purposes of the Parties’ business relationship, provided that such persons are subject to appropriate confidentiality obligations. The obligations set out in this Section 8 shall survive the termination or expiration of the Parties’ business relationship. Any processing of personal data in connection with the use of the Seller’s website, the Platform, the placement and fulfilment of orders and the Parties’ business relationship shall be governed by the Seller’s Privacy Policy, available at https://swag42.com/privacy-policy. Where necessary, the Parties may enter into a separate confidentiality agreement or other agreement governing the protection and use of Confidential Information.

1. 9.1
   THE GOODS ARE SOLD ‘AS IS’. THE SELLER WARRANTS THAT THE GOODS SHALL MATERIALLY CONFORM TO THE SPECIFICATIONS, DESIGNS, SAMPLES, AND DESCRIPTIONS AGREED OR APPROVED BY THE BUYER. THE SELLER EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS OTHERWISE EXPRESSLY STATED IN THE CONTRACT OR IN THE RELEVANT ORDER.
2. 9.2
   UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THE CONTRACT 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.
3. 9.3
   Unless otherwise agreed in writing, the quality and characteristics of the Goods shall be determined exclusively by the Seller’s official product specifications, technical documentation, approved samples or other written specifications expressly agreed between the Parties. Where the Seller supplies Goods manufactured by third parties, the applicable manufacturer’s official specifications shall apply.
4. 9.4
   In case of discrepancies between these General Terms and terms of the contract with the Buyer, the terms of the contract shall prevail.

SCHEDULE OF SERVICE FEES

DATE: 01.09.2026