Public Offer (Terms and Conditions for the Provision of Engineering Services and the Supply of Equipment)

Effective Date: January 4, 2026

This document constitutes a public offer by UGN Invent Club to enter into a contract for the provision of engineering services, the performance of design and manufacturing work, installation, commissioning, maintenance, and/or the supply of equipment. The offer is addressed to legal entities, entrepreneurs, and other persons acting in the course of business (B2B).

1. Terms and Definitions
   1.1. Contractor — UGN Invent Club (JDG), owner: Yevhen Tkachov (Yevgen Tkachov), NIP: 6312713575, REGON: 525522255, EORI: 840601000020000, address: Poland, 44-100 Gliwice, ul. Krucza 6/19, phone: +48 573 826 581.
   1.2. Customer—the person who accepts this Offer and orders the Services and/or Goods.
   1.3. Parties—the Contractor and the Customer.
   1.4. Services—engineering consulting, technical audit, development of technical specifications, design, 3D modeling, design documentation, engineering calculations, construction supervision, commissioning, training, maintenance, and other work specified in the Commercial Proposal.
   1.5. Goods/Equipment—machines, components, assemblies, processing lines, conveyor systems, parts, consumables, and other items specified in the Commercial Proposal.
   1.6. Commercial Proposal (CP) — a document or letter from the Contractor listing the scope of work and/or equipment, deadlines, price, terms of payment, delivery, warranty, and other material terms.
   1.7. Technical Specifications (TS) — a document agreed upon by the Parties that sets forth requirements for the solution, parameters of raw materials, productivity, product fraction, operating conditions, restrictions, and acceptance criteria.
   1.8. Acceptance—the Customer’s full and unconditional acceptance of the Offer by signing the Contract/Technical Specifications, paying the invoice, confirming the order via email, or taking other actions that indicate acceptance of the terms.
2. Subject Matter of the Offer
   2.1. The Contractor undertakes to provide the Services and/or deliver the Goods, and the Customer undertakes to accept and pay for them in accordance with the terms of this Offer, the Contract, and the Technical Specifications.
   2.2. The specific scope of work, configuration, technical parameters, deadlines, price, and other material terms are set forth in the Contract and/or Technical Specifications. In the event of any discrepancies, the Contract and Technical Specifications shall prevail.
3. Order Placement Procedure
   3.1. The customer submits a request via the Website, email, or by phone and provides the initial data (task description, raw material type, impurities, moisture content, dimensions, throughput, fraction requirements, operating conditions).
   3.2. The Contractor conducts a preliminary assessment, requests clarifications if necessary, and prepares a Contract Proposal and/or draft Technical Specifications.
   3.3. The terms and conditions are agreed upon in writing (via email) and/or by signing documents (including electronically).
   3.4. The order is considered accepted for execution upon Acceptance and receipt of the advance payment (if provided for in the Contract).
4. Prices and Payment Terms
   4.1. The cost of Services/Goods is specified in the Contract and may be set in EUR, PLN, or another currency agreed upon by the Parties.
   4.2. Payment terms: advance payment, installment payments, or 100% payment—as specified in the Contract.
   4.3. Bank fees, payment system fees, and transfer costs shall be borne by the Customer, unless otherwise specified in the Contract.
   4.4. In the event of a late payment, the Contractor has the right to suspend work or delivery until payment is received. Completion deadlines are automatically extended by the duration of the delay.
5. Performance and Delivery Terms
   5.1. The deadlines for the provision of Services and/or delivery of Goods are specified in the Contract and depend on the completeness of the input data, the timeliness of approvals and payment, the availability of components, logistics, and other factors.
   5.2. Delivery of the Goods shall be carried out under the terms agreed upon in the Contract (including Incoterms, if applicable).
   5.3. The risk of accidental loss or damage to the Goods shall pass to the Customer in accordance with the delivery terms specified in the Contract.
6. Acceptance of Work and Equipment
   6.1. Services are accepted upon completion of the stage specified in the Contract/Technical Specifications by signing a certificate/protocol or via email confirmation.
   6.2. If, within 5 business days of the work results being submitted, the Customer has not provided substantiated written comments, the work shall be deemed accepted.
   6.3. Equipment is accepted upon delivery and/or after commissioning (if provided for in the Contract). Acceptance criteria are determined by the Technical Specifications and the test report (if available).
7. Changes to the Technical Specifications and Additional Work
   7.1. Any changes to the requirements, initial data, or operating conditions after the Technical Specifications have been approved may affect the price, timeline, and specifications of the solution.
   7.2. Additional work/modifications shall be agreed upon separately and paid for under a separate contract or an addendum to the existing contract.
8. 
   Warranty and Service 8.1. The warranty terms, warranty period, list of warranty coverage and exclusions are specified in the Contract and/or the warranty certificate for the specific Equipment.
   8.2. The warranty does not cover:

• consumables and components subject to normal wear and tear (blades, screens, belts, etc.), unless otherwise agreed;
• damage caused by improper operation, overloading, unsuitable raw materials, foreign objects entering the equipment, or failure to perform scheduled maintenance;
• Interference by third parties without the Contractor’s consent.
  8.3. Service and the supply of consumables are provided under the terms of individual orders or a service agreement (if any).

9. Obligations of the Customer
   The Customer agrees to:
   9.1. Provide accurate initial data regarding raw materials, additives, moisture content, productivity, and operating conditions.
   9.2. Ensure access to the site/facility for installation and commissioning (if applicable), as well as the readiness of the infrastructure (electrical systems, foundation, space, and safe conditions).
   9.3. Designate a person responsible for operational coordination.
   9.4. Follow the operating instructions and maintenance regulations.
10. Liability and Limitations of Liability
    10.1. The Contractor shall not be liable for:

• decisions made by the Customer without taking the Contractor’s recommendations into account;
• discrepancy between the actual raw materials and the data provided by the Customer;
• downtime caused by the actions of third parties, power outages, violations of operating conditions, or force majeure.
  10.2. The Contractor’s total liability for any claims is limited to the amount actually paid by the Customer for the relevant stage of work or the relevant delivery that is the subject of the dispute, unless otherwise expressly provided in the Contract.
  10.3. The Contractor shall not compensate for lost profits, lost revenue, or consequential damages, unless otherwise agreed in writing.

11. Intellectual Property and Confidentiality
    11.1. The results of engineering work (drawings, 3D models, calculations, diagrams, specifications, technical specifications) are intellectual property.
    11.2. Rights of use are transferred to the Customer to the extent specified in the Technical Assignment or contract, following full payment for the relevant phase.
    11.3. The Client may not transfer the documentation to third parties or use it to manufacture equipment without prior consent, unless otherwise specified in writing.
    11.4. The parties undertake to maintain the confidentiality of commercial and technical information received within the scope of their cooperation. The Contractor may publish case studies without disclosing confidential data and without mentioning the Client’s name, unless otherwise agreed upon.
12. Personal Data
    12.1. The processing of personal data is carried out in accordance with the Privacy Policy posted on the Website.
    12.2. The Customer confirms that it has legal grounds to transfer the personal data of its employees/representatives to the Contractor.
13. Force Majeure
    13.1. The parties shall be exempt from liability for non-performance or improper performance of their obligations if such non-performance or improper performance resulted from force majeure circumstances (including war, blockades, sanctions, strikes, accidents, logistics disruptions, actions by government authorities, etc.).
    13.2. The Party affected by force majeure shall notify the other Party within a reasonable time. The deadlines for fulfilling obligations shall be extended for the duration of the force majeure event.
14. Dispute Resolution and Governing Law
    14.1. The parties shall endeavor to resolve disputes through negotiation and written communication.
    14.2. If a dispute is not resolved, it shall be subject to adjudication in accordance with the laws of Poland, unless otherwise provided for in the General Terms and Conditions or in a separate agreement.
    14.3. By mutual agreement, the Parties may opt for mediation or another alternative dispute resolution method.
15. Final Provisions
    15.1. This Offer remains in effect indefinitely until it is withdrawn or updated by the Contractor.
    15.2. The Contractor has the right to amend the terms of this Offer. The current version is published on the Website with an indication of the effective date.
    15.3. The invalidation of any individual provision shall not affect the validity of the other provisions of the Offer.
    15.4. Acceptance of the Offer means that the Customer has reviewed and agreed to its terms and conditions, as well as to the terms of the Contract and Technical Specifications, if applicable.
16. Contractor’s Contact Information
    UGN Invent Club (JDG)
    Address: Poland, 44-100 Gliwice, ul. Krucza 6/19
    Phone: +48 573 826 581
    Email: info@ugn-inventclub.com
    NIP: 6312713575
    REGON: 525522255
    EORI: 840601000020000