KINGIVABRIK OÜ GENERAL TERMS AND CONDITIONS

Effective as of: 1 December 2025

These general terms and conditions (hereinafter the Terms) govern the legal relationship between Kingivabrik OÜ (hereinafter the Seller) and the customer (hereinafter the Buyer) in connection with the ordering and sale of corporate gifts, promotional products and related design and production services.

1. Seller details
Kingivabrik OÜ
Registry code: 12167030
VAT No: EE101484596
Kotzebue tn 27, Tallinn 10412, Estonia
Phone: (+372) 5990 5555
Email: info@kingivabrik.ee
Website: www.meened.ee

2. Definitions
2.1. Product: a corporate gift, promotional product, or other goods, including custom-made products or products processed with company branding.
2.2. Processing: printing, engraving, embroidery, sticker application, packaging, or similar.
2.3. Offer: the Seller’s price quotation, including the description of works, quantities, prices, and the estimated delivery time.
2.4. Order: the Offer and design confirmed by the Buyer.

3. Scope of application
3.1. The Terms are primarily intended for business customers. If the Seller sells to a consumer, the relevant provisions of consumer protection legislation and the Law of Obligations Act also apply.
3.2. In case of a conflict, the Offer shall prevail, followed by the Terms.

4. Offer and conclusion of contract
4.1. The basis for the Order is the Offer submitted to the Buyer.
4.2. The Offer is valid for 30 days from the date of the Offer unless stated otherwise in the Offer.
4.3. The contract is deemed concluded when:
a) the Buyer confirms the Offer in a form that can be reproduced in writing (for example, by email), and or
b) the Buyer pays the invoice.
4.4. The Seller has the right to refuse to fulfil an Order if the Buyer has outstanding debts from previous orders.

5. Design, branding, and materials
5.1. The Buyer submits to the Seller the files necessary for Processing, including logos and other graphic elements. Recommended formats: SVG, CDR, AI, EPS, PDF.
5.2. The Buyer is responsible for ensuring that it has the right to use the logos, trademarks, slogans, and designs provided.
5.3. The design file is illustrative and may differ from the final result, including due to colour tones (Pantone, CMYK), material specifics, differences between product batches, and placement of Processing.
5.4. The Buyer confirms the final design file in writing by email. After confirmation, the Seller is not liable for errors in the file confirmed by the Buyer.
5.5. If the Buyer wishes to receive a sample with Processing before production, the price and timeline of the sample shall be agreed separately.
5.6. If the files provided by the Buyer require additional work (for example, creation of a vector file), the Seller has the right to charge an extra fee according to the Offer or the price list.

6. Prices and payment terms
6.1. Prices are set out in the Offer. Unless stated otherwise, VAT is added to the prices.
6.2. Payment for the Order is made based on an invoice.
6.3. The invoice due date is seven calendar days unless stated otherwise on the invoice.
6.4. In case of late payment, the Seller has the right to charge late interest of 0.2 percent per day on the delayed amount until complete payment.
6.5. The Seller has the right to suspend production and or delivery until payment is received.

7. Delivery, handover, and risk
7.1. The estimated delivery time is stated in the Offer and is indicative. The delivery time is generally calculated from the moment the final design is confirmed, unless agreed otherwise.
7.2. The Product is handed over:
a) by a courier company,
b) via a parcel locker,
c) at the Seller’s office (Kotzebue tn 27, Tallinn) or another agreed location.
7.3. In a B2B transaction, the Product is deemed handed over to the Buyer once the Product is handed over to the carrier. In case of sale to a consumer, the risk of accidental loss or damage transfers to the consumer in accordance with the law.
7.4. The Buyer undertakes to accept the Product within a reasonable time. If the Buyer delays acceptance, the Seller has the right to store the Product at the Buyer’s expense and charge a storage fee in accordance with the Offer or the price list, unless otherwise agreed.
7.5. Transport within Estonia is free of charge unless agreed otherwise.
7.6. In case of split deliveries, additional transport costs apply according to the Offer.
7.7. For personalised orders, a quantity deviation of up to 5 percent up or down is permitted. In case of deviation, the invoice will be based on the actual delivered quantity.

8. Title
8.1. Title to the Product transfers to the Buyer after all contractual payments have been made.

9. Changes and cancellation of the Order
9.1. Changes requested by the Buyer after confirmation of the Order may affect the price and delivery time.
9.2. If the Buyer cancels the Order after design work has started or after the Order has been forwarded to production, the Seller has the right to demand compensation for the works performed and costs incurred, including proportionally to the stage of fulfilment and unavoidable costs already incurred.

10. Product compliance and claims
10.1. The Buyer shall inspect the Products at the first opportunity after receipt.
10.2. Claims regarding obvious defects (including visible Processing defects and quantity deviations) must be submitted within 14 days of receipt of the Product unless stated otherwise in the Offer. Hidden defects must be reported within a reasonable time after their discovery. In case of sale to a consumer, statutory deadlines apply.
10.3. A claim must be submitted in a form that can be reproduced in writing, including photos and the Order reference.
10.4. The Seller has the right to replace or repair defective Products.
10.5. The Seller is not liable for defects resulting from:
a) incorrect files provided by the Buyer,
b) incorrect or incomplete information provided by the Buyer,
c) improper use of the Product or failure to follow care instructions,
d) situations where the Buyer has been warned in writing in advance that the chosen application method does not guarantee a perfect result.

11. Intellectual property and marketing.
11.1. The Buyer confirms that it has the right to use and provide to the Seller the branding necessary for the Processing of the Product.
11.2. The Seller has the right to use photos of the produced Products and general solutions in its portfolio and marketing unless the Buyer prohibits this in writing before production begins.

12. Confidentiality
12.1. The parties undertake to keep confidential each other’s trade secrets, prices, concept ideas, and other non-public information.
12.2. The confidentiality obligation does not apply to information that is:
a) public,
b) required to be disclosed by law,
c) lawfully obtained from a third party.

13. Personal data
13.1. The principles of personal data processing are described in the Seller’s Privacy Policy published on the Seller’s website.
13.2. If the Buyer provides the Seller with data of third parties (for example, lists of gift recipients), the Buyer confirms that it has a lawful basis for doing so.

14. Limitation of liability
14.1. The Seller is liable only for direct proprietary damage caused intentionally or by gross negligence.
14.2. The Seller’s liability is generally limited to the value of the respective Order unless otherwise agreed in the Offer.
14.3. The Seller is not liable for indirect damage, lost profit, or reputational damage.

15. Force majeure
15.1. The parties are not liable for breach of obligations if the breach is caused by force majeure (for example, supply chain disruption, strike, natural disaster).
15.2. Upon occurrence of force majeure, the affected party shall notify the other party at the earliest opportunity.

16. Amendments to the Terms
16.1. The Seller has the right to unilaterally amend the Terms by publishing a new version on the website. The amendments enter into force 14 days after publication unless stated otherwise in the latest version.
16.2. Confirmed Orders are generally governed by the Terms in force at the time of confirmation of the Order.

17. Notices
17.1. Notices related to the contract shall be delivered by email or in another form that can be reproduced in writing.

18. Governing law and disputes
18.1. The law of the Republic of Estonia governs the contract.
18.2. Disputes shall preferably be resolved through negotiations.
18.3. If no agreement is reached, the dispute shall be resolved in Harju County Court unless the parties agree otherwise.