Terms and Conditions - ALLIED FOR TECH

General Terms and Conditions of Business ALLIED FOR TECH DOROTA JUSIŃSKA,

ul. Osińskiego 6, 05-190 Nasielsk, Poland (hereinafter also: “ALLIED FOR TECH”)

1. Applicability

(1) These General Terms and Conditions govern all services provided by ALLIEDFORTECH DOROTA JUSIŃSKA (“ALLIED FOR TECH,” “we,” “us,” or “our”) to any client (“Client,” “you,” or “your”). These Terms are an integral part of all agreements between ALLIED FOR TECH and its clients for the provision of services.

(2) These Terms supersede any conflicting terms and conditions of the client or any third party. Even if ALLIED FOR TECH acknowledges or refers to any such terms, they do not become part of the agreement between ALLIED FOR TECH and the client.

2. ALLIED FOR TECH Services / Client Cooperation

(1) ALLIED FOR TECH specializes in developing and optimizing supply chains tailored to each client’s specific needs.

(2) The client is obligated to fully and promptly cooperate with ALLIED FOR TECH upon request. Failure to provide the necessary cooperation, which hinders ALLIED FOR TECH’s ability to deliver the agreed-upon services, will not exempt the client from their payment obligations.

(3) The Client shall actively cooperate with ALLIED FOR TECH throughout the service delivery process. This includes promptly providing all necessary information, data, and materials requested by ALLIED FOR TECH to ensure the timely and effective execution of the project.

(4) At ALLIED FOR TECH’s request, the Client shall designate a dedicated contact person (“Project Manager”) to serve as the primary point of contact for all project-related matters. This will facilitate efficient communication and streamlined project coordination.

(5) Should the Client fail to fulfill their cooperation obligations, resulting in delays or disruptions to ALLIED FOR TECH’s service delivery, the agreed-upon service delivery timeframe will be extended accordingly.

(6) ALLIED FOR TECH reserves the right to engage subcontractors or third-party service providers to assist in the fulfillment of services owed to the Client.

3. Service/Product Acceptance

Where ALLIED FOR TECH provides services that require client acceptance, the following shall apply:

(1) Minor or insignificant defects in the service or product shall not constitute grounds for rejection.

(2) The client shall actively cooperate with ALLIED FOR TECH throughout the service delivery process. This includes promptly providing any information, corrections, updates, data, or materials requested by ALLIED FOR TECH to ensure the timely and efficient completion of the project.

(3) At ALLIED FOR TECH’s request, the client shall designate a dedicated point of contact (“Project Manager”) to facilitate communication and coordinate project activities.

(4) In the event that the client fails to fulfill their cooperation obligations, resulting in delays or disruptions to ALLIED FOR TECH’s service delivery, the agreed-upon service delivery timeline may be adjusted accordingly.

(5) ALLIED FOR TECH reserves the right to engage subcontractors or third-party service/product/component(s) providers to assist in the fulfillment of services owed to the client.

4. Contract Formation

(1) A contract between ALLIED FOR TECH and the client is formed through acceptance of an officially issued QUOTE that includes the date, quote number, product/item description, price(s), and terms of service.

(2) A contract between ALLIED FOR TECH and the client may be formed through various communication channels, such as telephone discussions, written agreements, or electronic exchanges (e.g., emails).

(3) For contracts established through verbal communication, the client may request and receive a written order confirmation from ALLIED FOR TECH.

(4) Any disputes arising in connection with the implementation of the contract shall be settled in the first place through negotiations. In the absence of a written agreement, the court to resolve disputes will be the competent court in Warsaw with exclusive jurisdiction, regardless of the amount in dispute.

5. Fees, Payment, and Terms

(1) The fees quoted by ALLIED FOR TECH are considered binding. These fees are typically net prices, exclusive of applicable taxes unless indicated otherwise.

(2) ALLIED FOR TECH will issue an invoice to the client detailing the services rendered and any applicable taxes.

(3) Payment for ALLIED FOR TECH’s services is generally due before the commencement of the project or as otherwise agreed upon in writing between the parties.

(4) In the event of a failed Direct Debit payment or a chargeback, the client is obligated to remit the outstanding amount to ALLIED FOR TECH within three business days of receiving a payment request. The client shall also be responsible for any costs incurred due to the failed payment.

(5) In the event of non-payment in full or in part for the service or product provided, the customer is obliged to make the payment after a written reminder from ALLIED FOR TECH within 7 days of receiving the written reminder (e.g., by letter, fax, or email). If the payment is not received within the aforementioned period ALLIED FOR TECH reserves the right to take legal action to recover the money without further notice to the client, which will result in charging the client with additional high court fees and late payment interest.

6. Contract Term and Termination

(1) The duration of the contract shall be established through mutual agreement between ALLIED FOR TECH and the client, either verbally or in writing. Both parties mutually waive the right to terminate the contract prematurely within the agreed-upon term.

(2) Agreed-upon delivery dates are not guaranteed and may be subject to change based on various factors, including but not limited to the client’s cooperation, material availability, manufacturing schedules, and unforeseen global events (e.g., power shortages, natural or man-made disasters, or wars). ALLIED FOR TECH cannot be held responsible for delays arising from these external factors.

(3) The right to terminate the contract for legitimate and justifiable reasons, such as material breaches of contract by either party, remains unaffected.

7. Default and Termination

(1) Commencement of Service Deadlines:

Service deadlines by ALLIED FOR TECH shall not commence until:

– The full agreed invoice amount has been received by ALLIED FOR TECH.

– All data and information necessary for ALLIED FOR TECH to perform the services have been made available by the client.

– The client has fully fulfilled their cooperation obligations as outlined in this agreement.

(2) Non-Performance Due to Client Arrears: In the event of client payment arrears, ALLIED FOR TECH reserves the right to suspend further service delivery until the outstanding balance has been settled in full.

(3) Termination for Persistent Arrears: If client payment arrears persist despite a grace period of eight (8) days, ALLIED FOR TECH shall have the right to terminate the contract immediately and cease all service delivery.

8. Service Delivery

(1) ALLIED FOR TECH will diligently perform the agreed-upon services as outlined in the project proposal. ALLIED FOR TECH may engage subcontractors or third-party service providers to assist in the execution of these services.

(2) If the client’s actions or inactions hinder ALLIED FOR TECH’s ability to deliver the agreed-upon services, ALLIED FOR TECH’s right to receive payment for services rendered shall remain unaffected.

(3) ALLIED FOR TECH does not guarantee specific pricing or offers from suppliers or third parties. Furthermore, ALLIED FOR TECH does not guarantee successful ongoing cooperation between ALLIED FOR TECH and the third-party manufacturer after the project’s completion.

9. Liability and Compensation

(1) ALLIED FOR TECH shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or goodwill, arising out of or in connection with the contract, regardless of the cause of action (whether in contract, tort, or otherwise), even if ALLIED FOR TECH has been advised of the possibility of such damages. In no event shall ALLIED FOR TECH’s total liability arising out of or in connection with the contract exceed the total fees paid by the client to ALLIED FOR TECH in connection with a contract.

(2) ALLIED FOR TECH provides its services “as is” and without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

(3) Any claims for damages must be asserted by the client in a competent court in Warsaw with exclusive jurisdiction within one month of the occurrence of the event giving rise to the claim. Failure to do so shall result in the forfeiture of any such claims.

10. Client’s Right to Cancel

(1) If the client qualifies as a consumer under applicable consumer protection laws, they have the right to cancel this contract within 14 days without providing a reason. This right does not apply if the contract was concluded at ALLIED FOR TECH’s business premises or at a trade fair or market booth, or if the part or whole amount stated on the Proforma invoice was paid.

(2) The 14-day cancellation period begins on the date the contract is concluded. To exercise their cancellation right, the client must notify ALLIED FOR TECH of their decision to cancel this contract in a clear and unambiguous statement (e.g., by letter, fax, or email).

11. Amendments and Modifications

Any deviations from these General Terms and Conditions must be expressly agreed upon in writing. Individual agreements made with the client in specific cases, including any ancillary agreements, additions, or modifications, shall supersede these General Terms and Conditions. A written contract or written confirmation from ALLIED FOR TECH shall be deemed conclusive evidence of the content of such agreements.

12. Governing Law and Jurisdiction

These General Terms and Conditions shall be governed by and construed in accordance with the laws of Poland. The place of performance shall be the registered office of ALLIED FOR TECH. For any disputes arising from the contractual relationship between ALLIED FOR TECH and the client, the competent courts of Warsaw shall have exclusive jurisdiction, regardless of the amount in dispute.