General Terms and Conditions of Eco Snuggle OÜ

GENERAL PROVISIONS
These General Terms and Conditions of Eco Snuggle OÜ, registry code 17071300 (hereinafter referred to as the "Seller"), are an essential part of every sales contract (hereinafter referred to as the "Contract") concluded between the Seller and any of its customers (hereinafter referred to as the "Buyer") for the sale of promotional products (hereinafter referred to as the "Promotional Product"). In the event of any conflict between the documents of the Contract, the parties shall follow the following order of precedence: (1) the Order, (2) the Special Conditions, and (3) these General Conditions.

CONCLUSION OF THE CONTRACT
The Contract is deemed valid when (1) the parties have signed a framework agreement ("Special Conditions"), or (2) the Buyer, for whom no Special Conditions have been established, confirms the order for the Promotional Products ("Order" ) provided by the Seller and/or pays the advance invoice sent by the Seller.

PERFORMANCE OF THE CONTRACT
The Seller will commence performance of the Contract after receiving the advance payment for the Order in the Seller's bank account. The performance of the Contract shall be in accordance with its terms. The Seller must complete the Contract by the agreed deadline. The performance of the Contract is considered complete when the Seller has produced the Promotional Products specified in the Contract and made them available to the Buyer.

DELIVERY OF PROMOTIONAL PRODUCTS
The Seller will notify the Buyer when the Promotional Products are ready for delivery. Delivery may be made either a) via a courier service to the Buyer's location or parcel machine, b) at the Seller's location, or c) through any other method agreed upon by the parties. If the courier service is chosen, the Promotional Products shall be deemed delivered to the Buyer once handed over to the carrier (courier service provider). The Seller will inform the Buyer of the handover to the carrier, including the carrier's name, the handover date, and the estimated delivery time. Delivery at the Seller's location will occur based on a prior agreement. The Seller reserves the right to withhold the Promotional Products until the Buyer has paid the full price. The Buyer is obliged to collect the Promotional Products within seven (7) days from the Seller's notification, as described in section 1 of the General Conditions. If the Buyer delays acceptance of the Promotional Products, the Seller has the right to store them at the Buyer's expense. If the Buyer does not collect the Promotional Products within seven calendar days, the Seller has the right to terminate the Contract and claim all expenses related to the performance and termination of the Contract from the Buyer. The Seller may refuse or suspend fulfillment of the Order until the Buyer has made all payments required under the Contract.

OWNERSHIP AND RISK OF PROMOTIONAL PRODUCTS
The ownership and risk of damage or loss of the Promotional Products transfer from the Seller to the Buyer once the Promotional Products have been handed over to the Buyer, or, in the event of a delay in acceptance, from the moment the Buyer enters a state of delay.
Ownership of the Promotional Products will pass to the Buyer upon full payment of all amounts due under the Contract.

FEES AND PAYMENT TERMS
The Buyer agrees to pay the Seller the agreed fee ("Fee") as specified in the Order and the terms of the Contract.
50% of the Fee must be paid by the Buyer in advance, as specified in the advance invoice sent by the Seller along with the Order.
The Buyer is obliged to pay 100% of the Fee before the Promotional Products are delivered, as indicated in the Seller's invoice. The Seller will issue the invoice along with the notification referred to in section 1 of the General Conditions. The payment term for invoices is seven (7) calendar days from the date of issuance. An invoice is considered paid when the Fee has been credited to the Seller's bank account. If the Buyer delays payment, they are obliged to pay the Seller a late fee of 0.5% of the overdue amount for each day until the debt is fully settled.

COMPLIANCE OF PROMOTIONAL PRODUCTS WITH THE CONTRACT, REMEDY OF DEFECTS
The Buyer must inspect the Promotional Products immediately upon receipt and, if any defects are found, notify the Seller in writing, allowing for the registration of such notice. The parties agree that a reasonable period for notifying defects is 14 days, as specified under § 220 of the Law of Obligations Act. The Seller is responsible for defects in the Promotional Products if they were known or should have been known at the time of delivery, provided that the Buyer informs the Seller within the period specified in section 6 of the General Conditions. If there is a dispute between the parties regarding the compliance of the Promotional Products with the Contract, the Buyer is responsible for proving that the Contract was not properly fulfilled. If there is a defect in the Promotional Products and the Buyer has properly notified the Seller, the Seller will remedy the defect, provided that it is feasible and does not cause unreasonable costs or inconvenience to the Seller, considering the value of the Promotional Product and the severity of the non-compliance. The Buyer may demand a replacement if the non-compliance constitutes a fundamental breach of the Contract.

VALIDITY AND TERMINATION OF THE CONTRACT
The Contract concluded by the confirmation of the Order becomes effective upon such confirmation and remains valid until the parties have fulfilled their obligations under the Contract. A Contract concluded based on Special Conditions becomes effective, remains valid, and terminates according to the conditions set forth in the Special Conditions. All previous agreements are rendered void upon the conclusion of the Contract. Either party may terminate the Contract if the other party commits a material breach. To terminate, the party must notify the other party promptly in writing, provide a reasonable period to remedy the breach, and warn that failure to remedy the breach will result in termination. If the Buyer terminates the Contract, all monetary obligations become immediately due.

PROCESSING OF PERSONAL DATA
The Seller processes the personal data provided by the Buyer as a processor for the purposes of fulfilling the Contract. The processing of personal data shall be deemed as a documented instruction from the Buyer to process personal data.
The Buyer is the data controller, while the Seller acts as the processor.
Both parties shall comply with applicable legal provisions regarding the processing of personal data.

AMENDMENTS TO THE GENERAL CONDITIONS
The Seller reserves the right to unilaterally amend these General Conditions. The amendments and additions become effective as of the date of publication on the Seller's website, provided that 14 calendar days have passed.

NOTICES
All notices related to the Contract shall be delivered via telephone, email, or post to the contact details specified in the Contract. Claims arising from a breach of the Contract must be made in writing. A written notice sent by post is considered received by the other party three (3) calendar days after posting.

APPLICABLE LAW AND DISPUTE RESOLUTION
The Contract is governed by the laws of the Republic of Estonia. The parties shall strive to resolve any disputes arising from the Contract through negotiations. If the parties fail to reach an agreement through negotiations, they are entitled to seek protection of their rights in the Harju County Court.