These Terms and Conditions of Sale (the “Terms”) govern all offers, quotations, orders and contracts for the sale of goods and related services by CUDS SIA (the “Seller”) to any customer (the “Buyer”). By placing an order, paying an invoice, or accepting a quotation, the Buyer agrees to these Terms. Any conflicting terms of the Buyer apply only if the Seller has accepted them in writing.
1. Seller and scope
1.1. The Seller is CUDS SIA, a company registered in the Republic of Latvia, registration number 42103048639, VAT identification number LV42103048639, legal address Andreja Pumpura iela 14B–11, Liepāja, LV-3401, Latvia.
1.2. These Terms apply to the sale of custom-made stickers, labels, printed and cut vinyl products, and other made-to-order or manufactured products and related services offered by the Seller (the “Products”).
1.3. Where the Buyer is a consumer (a natural person acting outside trade or profession), mandatory consumer-protection rules of Latvian and EU law prevail over any conflicting clause of these Terms.
2. Offers, orders and contract formation
2.1. Quotations are valid for 14 days unless another period is stated in writing. Prices, lead times and materials in a quotation may change if the Buyer’s artwork, quantities or specifications change.
2.2. An order becomes binding when the Seller confirms it in writing (including by e-mail or through the Seller’s order system) or when the Seller starts production after receiving payment or a purchase order.
2.3. The Buyer is responsible for the completeness and correctness of the order: quantities, sizes, colours, materials, finish, application surface, delivery address and contact details.
2.4. For custom Products, the Seller may require a signed or e-mailed proof / artwork approval. Production starts only after that approval and after any agreed prepayment has been received.
3. Custom products, artwork and intellectual property
3.1. Most Products are made to the Buyer’s specifications (custom stickers, logos, text, colours, shapes and sizes). The Buyer warrants that it owns or has licensed all artwork, logos, names, photographs and other content supplied to the Seller, and that use of that content does not infringe third-party rights.
3.2. The Buyer indemnifies the Seller against all claims, costs and damages arising from content supplied by the Buyer (including trademark, copyright and design-right claims).
3.3. Files, cut paths, print-ready layouts and production methods created by the Seller remain the Seller’s intellectual property, unless otherwise agreed in writing. The Buyer receives a licence to use the finished Products as delivered, not a licence to the Seller’s production files.
3.4. Colour appearance on screens and office printers is not a binding colour standard. Minor colour and cut-tolerance variation inherent to digital print, plotter cutting and material batches is accepted and is not a defect.
3.5. Proofs (digital or physical) show layout and content. They are not a guarantee of final colour on the chosen material unless a paid hard-copy colour proof is agreed.
4. Prices, VAT and payment
4.1. Prices are in euro (EUR) and, unless stated otherwise, exclude VAT. Latvian VAT is added where applicable. Intra-EU B2B supplies may be reverse-charged if the Buyer provides a valid VAT number and the supply qualifies.
4.2. Unless otherwise agreed in writing, custom and made-to-order Products are payable in advance (100% before production). For account customers the Seller may grant payment terms stated on the invoice (typically 14 or 30 days from invoice date).
4.3. Payment is made by bank transfer to the account stated on the invoice, or by another method accepted by the Seller. The payment reference must include the invoice or order number.
4.4. If payment is late, the Seller may charge statutory late-payment interest and recovery costs under Latvian law (including the Late Payment Directive rules for B2B transactions) and may suspend further production or delivery.
4.5. Title to the Products remains with the Seller until the price has been paid in full.
5. Production time and delivery
5.1. Stated production and delivery times are estimates, not fixed deadlines, unless a firm date is confirmed in writing. Time starts after artwork approval and receipt of any required prepayment.
5.2. Delivery is Ex Works Liepāja (Incoterms 2020) unless another term is agreed. Risk passes to the Buyer when the Products are handed to the carrier or collected by the Buyer.
5.3. Shipping costs, duties and import VAT in the destination country are for the Buyer’s account unless the quotation states otherwise.
5.4. The Buyer must inspect the Products on receipt and notify the Seller of visible damage or quantity shortfall within 5 working days, with photos. Hidden defects must be notified without undue delay after discovery.
6. Cancellation, changes and consumer withdrawal
6.1. Custom-made Products manufactured to the Buyer’s specifications cannot be cancelled free of charge after production has started. If the Buyer cancels after confirmation but before production, the Seller may charge costs already incurred (design, materials, setup).
6.2. Changes after artwork approval may restart the lead time and may change the price.
6.3. Consumers: under Article 16(c) of Directive 2011/83/EU and corresponding Latvian consumer law, the 14-day right of withdrawal does not apply to goods made to the consumer’s specifications or clearly personalised. Standard stock items (if any) that are not customised remain subject to the statutory cooling-off rules where those rules apply.
7. Quality, warranty and complaints
7.1. The Seller warrants that Products conform to the approved specification and are free from material manufacturing defects at delivery.
7.2. Outdoor durability of vinyl and printed stickers depends on material grade, surface preparation, application and climate. Published durability figures are typical values under recommended application, not a guarantee for every surface or use.
7.3. The Seller is not responsible for poor adhesion, lifting or fading caused by: dirty, porous, silicone-treated or unsuitable surfaces; application below recommended temperature; pressure washing; solvents; or use contrary to the product data.
7.4. For proven manufacturing defects the Seller will, at its option, reprint/replace the defective quantity or refund the price of the defective part. This is the Buyer’s sole remedy for quality claims, except where mandatory law requires more (in particular for consumers).
7.5. Consumers retain their statutory rights regarding non-conformity of goods.
8. Limitation of liability
8.1. The Seller is not liable for indirect or consequential loss, lost profit, production downtime, or third-party claims, except in cases of intent or gross negligence, or where liability cannot be limited by law (including liability for death or personal injury caused by negligence, and mandatory consumer rights).
8.2. The Seller’s total liability for any order is limited to the net price paid for the Products giving rise to the claim, except where mandatory law provides otherwise.
9. Force majeure
9.1. The Seller is not liable for delay or failure caused by events beyond its reasonable control, including material shortages, carrier failure, power or IT outage, fire, extreme weather, epidemic, strike, or acts of public authority. Lead times are extended for the duration of the event.
10. Data protection
10.1. The Seller processes personal data (name, address, e-mail, phone, payment references) to perform the contract and meet accounting and tax duties. Processing is based on contract performance and legal obligation (GDPR Arts. 6(1)(b) and 6(1)(c)). Data are kept for the statutory accounting retention period in Latvia.
10.2. Requests regarding personal data may be sent to the Seller at the address above or the e-mail used for the order.
11. Governing law and disputes
11.1. These Terms and all contracts under them are governed by the laws of the Republic of Latvia, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2. Disputes that cannot be settled amicably shall be submitted to the courts of the Republic of Latvia. The competent court is determined by Latvian procedural law. Consumers habitually resident in another EU Member State may also bring proceedings in the courts of that state, as provided by EU law.
11.3. The EU Online Dispute Resolution platform is available at https://ec.europa.eu/consumers/odr for consumer disputes arising from online sales.
12. Final provisions
12.1. If any clause is held invalid, the remaining clauses continue in force.
12.2. The Seller may update these Terms. The version in force when the order is confirmed applies to that order.
12.3. These Terms are issued in English. If a Latvian version is later issued and there is a conflict, the Latvian version prevails for matters governed by Latvian mandatory law.