Seller means Vending Sport d.o.o., and, where applicable, any affiliated or authorised entity identified in a quotation, proforma invoice, invoice, order confirmation or other commercial document.
Buyer means any legal or natural person acting within its business or professional activity who requests a quotation, places an order, makes payment, takes delivery, uses a Machine or otherwise accepts these General Terms and Conditions.
Machine means any vending machine, cabinet, locker, add-on, spare part, module, equipment and related hardware supplied by the Seller.
Software means any software solution, user interface, administration panel, application, cloud system, licence, firmware, integration, API or digital functionality connected with a Machine.
Quotation means any quotation, proforma invoice, order confirmation, invoice, specification, email or other document setting out commercial terms.
Territory means the country, region, market or distribution area for which the Machine has been supplied, approved or activated by the Seller.
End User means any customer, location owner, player, consumer or third person using or interacting with a Machine operated, resold or supplied by the Buyer.
These General Terms and Conditions apply to all quotations, orders, sales, deliveries, installations, Software use, technical support, spare parts supply, reseller relationships, distributor relationships and commercial cooperation of the Seller, unless otherwise expressly agreed in a separate written agreement signed by the Seller.
These General Terms and Conditions form an integral part of every Quotation and of every contractual relationship between the parties. In the event of any inconsistency between these General Terms and Conditions and a separate written agreement signed by the Seller, the separate written agreement shall prevail.
The Buyer shall be deemed to have fully accepted these General Terms and Conditions if any of the following occurs: confirmation of a Quotation, issuance of a purchase order, payment of an advance or price, taking delivery of a Machine, activation or use of a Machine or Software, registration of an account, request for support, resale, lease or placement of a Machine with a third party, or any continued commercial cooperation with the Seller after these General Terms and Conditions have been made available.
Any general purchase terms, procurement terms, order terms or other unilateral documents of the Buyer are expressly excluded and shall not apply unless the Seller expressly accepts them in writing.
In the event of inconsistency, the following order of priority shall apply: (i) a separate written agreement signed by the Seller; (ii) the Quotation, proforma invoice, order confirmation or invoice; (iii) these General Terms and Conditions; (iv) manuals, technical instructions and operating materials, unless a technical document is expressly identified as a binding specification.
These General Terms and Conditions are intended for business-to-business relationships. If any mandatory consumer protection rules apply to a specific sale and cannot lawfully be excluded, such mandatory rules shall apply only to the minimum extent required by law.
These General Terms and Conditions apply worldwide to the sale, supply, resale, installation, activation and use of Machines and Software on all markets, unless the Seller has issued specific local terms for a particular market or expressly agreed otherwise in writing.
The Buyer is solely and exclusively responsible for checking, obtaining and maintaining all local permits, registrations, certificates, fiscal, tax, customs, import, export, sanitary, safety, employment, consumer, financial, payment, anti-money laundering and regulatory requirements relating to the import, placement on the market, installation, stocking, operation, sale of goods through Machines, advertising, payment processing and use of Machines in the relevant market.
The Seller does not warrant that any Machine, Software, payment system, fiscalisation system, communication system, business model or product assortment of the Buyer is automatically compliant with the laws or technical requirements of any particular country, territory or location.
The Buyer shall indemnify, defend and hold harmless the Seller from and against all claims, penalties, fines, costs, proceedings, injunctions, product withdrawals, customs seizures, inspection measures, third-party claims, End User claims and damages arising from the Buyer’s local use, import, distribution, resale, operation or regulatory non-compliance.
The Buyer shall not use, sell, export, re-export or make available any Machine or Software in breach of applicable sanctions, export-control, anti-corruption or anti-money laundering rules. The Seller may refuse, suspend or terminate delivery, support or Software activation if there is a reasonable suspicion of such breach.
Quotations issued by the Seller are valid only for the period stated in the Quotation. If no validity period is stated, the Quotation is valid for 7 days from issue, unless withdrawn earlier by the Seller.
Any quotation, offer, proforma invoice, invoice, order confirmation, payment request, dispatch notice or other commercial communication issued by the Seller represents part of the commercial and contractual process between the parties and shall be interpreted together with the applicable General Terms and Conditions of Vending Sport d.o.o.
A request for quotation, reservation request, preliminary discussion, indicative pricing, oral communication or other non-binding communication does not create any obligation for the Seller.
A binding order and contractual relationship shall arise only upon receipt by the Seller of the required advance payment for each individual Machine ordered within the deadline specified by the Seller in the applicable commercial document or communication.
Production, stock reservation, component ordering, allocation of Machines, Software preparation and all delivery timelines shall commence only upon receipt of such payment.
Unless otherwise agreed in writing, payment shall be made as follows: 50% advance payment of the total price of each individual Machine upon order confirmation and 50% balance before dispatch.
The remaining balance must be paid within the deadline stated in the Seller’s notice, invoice, dispatch notice, payment request or other written communication informing the Buyer that the Machine is ready for dispatch or delivery.
If the Buyer cancels the order, withdraws from the purchase, refuses delivery, fails to pay the remaining balance within the required deadline, delays acceptance or otherwise fails to complete the purchase for reasons not attributable to the Seller, the Seller shall be entitled to retain the paid advance payment in full as agreed compensation for damages, including but not limited to production planning, stock reservation, component ordering, administrative costs, financing costs, storage costs, handling costs, loss of resale opportunity, depreciation and other resulting losses.
The Buyer acknowledges and agrees that the retained advance payment represents a reasonable pre-estimate of the Seller’s anticipated losses and shall not limit the Seller’s right to claim additional damages if the actual damage exceeds the retained amount.
The Seller is not obliged to dispatch any Machine, reserve stock, order components, activate Software, provide spare parts or provide support until all due payments are visible on the Seller’s bank account.
All bank charges, exchange rate differences, taxes, customs duties, import charges, local fees, transport, insurance, storage, forwarding, local installation, handling, warehousing and on-site service costs shall be borne exclusively by the Buyer unless expressly included in the Quotation.
If the Machine is ready for dispatch or delivery and the Buyer fails to pay transport costs, provide transport instructions, arrange collection, pay the remaining balance, accept delivery or otherwise enable dispatch within 7 days from the Seller’s written notice, the Buyer shall automatically be deemed to be in delay with acceptance.
From the 8th day after such notice, the Seller shall be entitled to charge contractual storage and handling fees in the amount of EUR 25.00 per Machine per day, irrespective of whether the Machine is stored in the Seller’s own premises or in a third-party warehouse, together with all insurance, handling, financing, administration, relocation, internal logistics, warehousing, forwarding, transport and all other resulting costs arising from or connected with the Buyer’s delay.
The Seller may, but shall not be obliged to, move the Machine to internal or external storage facilities at the Buyer’s sole risk and expense. In such case, the Buyer shall additionally pay:
(a) a minimum relocation and warehouse handling fee of EUR 350.00 per Machine for each relocation or warehouse transfer; and
(b) all actual third-party transport, warehousing, insurance, forklift, customs, logistics, handling and related costs incurred by the Seller.
The Seller shall have no liability whatsoever for any loss, deterioration, delay, theft, cosmetic damage, transport damage or other consequences arising during or after such relocation or storage.
The Seller shall furthermore have no liability for any deterioration, discharge, corrosion, humidity-related effects, calibration deviation, environmental exposure, inactivity-related malfunction, cosmetic deterioration, battery degradation, communication failure, Software inactivity issue or any other condition arising directly or indirectly from prolonged storage, delayed collection, transport, third-party warehousing or the Buyer’s failure to timely accept delivery.
Any warranty period shall continue to run during storage, delay, warehousing, non-collection, transport delay or retention of the Machine by the Seller and shall not be suspended, extended or renewed due to the Buyer’s delay.
Before any delayed dispatch or release of a Machine stored for an extended period, the Seller may require additional inspection, recommissioning, testing, cleaning, recalibration, Software updating, charging, servicing or technical preparation at the Buyer’s expense as a condition for release or dispatch.
The Seller shall have the unrestricted right to retain possession of the Machine and refuse dispatch, delivery, release, collection or transfer of the Machine until the Buyer has fully paid all outstanding amounts, including but not limited to the purchase price, transport costs, storage fees, handling costs, warehousing costs, insurance costs, relocation fees, contractual penalties, default interest, recovery costs and any other accrued costs, liabilities or damages.
The Seller shall have no obligation whatsoever to dispatch, release or make the Machine available for collection while any amount remains outstanding, irrespective of whether the original purchase price or any part thereof has already been paid.
All storage fees, handling charges and related costs shall continue to accrue on a daily basis until full payment of all outstanding amounts becomes visible on the Seller’s bank account.
Any payment received from the Buyer shall be applied first toward accrued storage fees, warehousing costs, handling costs, relocation fees, transport costs, insurance costs, contractual penalties, default interest, recovery costs and other ancillary costs, then toward damages and only thereafter toward the remaining purchase price of the Machine, irrespective of any allocation, payment reference or designation stated by the Buyer.
The Buyer shall not acquire any right to demand dispatch, delivery, release, collection, transfer of ownership or reservation of the Machine until all outstanding amounts have been fully settled.
If the total accrued storage fees, contractual charges, damages and related costs exceed the remaining unpaid balance of the purchase price, such excess amounts shall remain fully payable by the Buyer and fully recoverable by the Seller.
The accrual of storage fees, damages, contractual penalties and related costs shall not be limited by the value of the Machine, the amount previously paid by the Buyer or the original purchase price of the Machine.
If the Buyer fails to collect the Machine, arrange transport, pay all outstanding amounts and reimburse all accrued storage and related costs within 30 days from the Seller’s written notice that the Machine is ready, the Seller may suspend delivery, Software activation, support and any further performance without liability.
If the Buyer remains in default for more than 60 days, the Seller may issue a final written notice granting an additional period of 15 days for full payment, collection and reimbursement of all accrued amounts and costs.
If the Buyer fails to comply within such additional period, or in any event if the Buyer fails to collect the Machine or enable dispatch within 90 days from the original readiness notice, the Seller may terminate the order or contractual relationship with immediate effect without further notice.
Upon such termination:
(a) the Buyer shall immediately and irrevocably lose any right to delivery, collection, dispatch, reservation or transfer of ownership of the Machine;
(b) the Seller shall be entitled to retain all amounts previously paid by the Buyer as agreed compensation for damages, without any obligation of refund;
(c) the Seller shall be entitled to continue claiming all outstanding storage fees, contractual penalties, accrued costs, damages and other liabilities exceeding the retained amounts;
(d) the Seller shall be free to sell, lease, allocate, modify, dismantle, use or otherwise dispose of the Machine without any obligation toward the Buyer;
(e) the Seller shall not be obliged to continue storing, reserving or maintaining availability of the Machine for the Buyer.
Any Machine not collected, accepted or paid for within 90 days from the Seller’s original readiness notice may, to the maximum extent permitted by applicable law, be deemed commercially abandoned by the Buyer.
All storage fees, daily charges, relocation fees, warehouse handling fees, contractual amounts and other monetary obligations under this Article shall be automatically adjusted once per calendar year in accordance with the officially published annual inflation rate in the European Union, as determined by Eurostat or another competent official authority. Each adjusted amount shall automatically become the new applicable base amount for future adjustments without the need for any additional notice or amendment.
In the event of late payment or any other payment default by the Buyer, the Seller may charge statutory default interest, suspend all deliveries and services, withhold spare parts, deactivate or restrict Software, suspend support, accelerate payment obligations and require payment of all due and non-due obligations before continuing cooperation.
The Buyer has no right of set-off, retention, price reduction or withholding of payment because of a complaint, alleged defect or alleged counterclaim unless the Seller has expressly acknowledged the claim in writing or the claim has been finally determined by a competent court.
The Seller is not the Buyer’s financing source. The Seller is not obliged to finance the Buyer’s operations, reserve unpaid stock indefinitely, dispatch unpaid goods, continue warehousing without compensation, supply spare parts while arrears exist, continue services during payment default or assume credit risk for the Buyer’s customers or End Users.
Ownership of a Machine transfers to the Buyer only after the Seller has received full payment of the purchase price and all related amounts, including but not limited to transport costs, storage fees, warehousing costs, handling fees, relocation costs, insurance costs, contractual penalties, default interest, recovery costs, damages and all other amounts owed by the Buyer to the Seller in connection with the relevant Machine or contractual relationship.
Until ownership has transferred in accordance with this Article, the Machine shall remain the sole property of the Seller, irrespective of whether it has been produced, allocated, reserved, invoiced, stored, dispatched, delivered, installed, activated or made available to the Buyer.
Risk of accidental loss, damage, theft, customs detention, transport damage or delay transfers to the Buyer upon handover of the Machine to the carrier, freight forwarder or Buyer, unless expressly agreed otherwise in writing.
If the Buyer delays acceptance, fails to pay transport costs, fails to arrange collection, fails to pay storage, warehousing, relocation or handling costs, prevents dispatch or otherwise fails to enable delivery after the Machine is ready, any storage, relocation, warehousing, non-collection, delayed dispatch or retention of the Machine shall occur at the Buyer’s sole cost and risk, without prejudice to the Seller’s rights under Article 4.
Until full payment of all amounts owed to the Seller, the Buyer shall not sell, resell, lease, pledge, encumber, relocate, move outside the approved Territory, alter identifying marks, allow third-party access to or otherwise make the Machine available to any third party without the Seller’s prior written consent.
If the Buyer fails to pay any due or non-due obligation, breaches these General Terms and Conditions or otherwise enters into payment default, the Seller may, without liability and without prejudice to any other rights or remedies:
(a) retain possession of the Machine;
(b) refuse dispatch, delivery, release, collection or transfer of the Machine;
(c) require immediate return of the Machine where already delivered;
(d) access, repossess or recover the Machine where permitted by applicable law;
(e) deactivate, restrict or suspend the Software, cloud services, payment functionality, telemetry, remote access and any connected services;
(f) suspend support, warranty services, spare parts supply and any further cooperation;
(g) recover and claim all costs of recovery, transport, inspection, storage, warehousing, insurance, repair, legal enforcement, loss of value and all other resulting costs and damages.
The Buyer shall fully cooperate with the Seller in any return, recovery, repossession, inspection or access request relating to a Machine for which ownership has not transferred or for which any amount remains unpaid.
The Seller’s retention of title, right of possession, right of retention, right to refuse delivery or release, right to suspend services and right to recover the Machine shall remain valid until all amounts owed by the Buyer have been fully paid and shall survive termination, cancellation or expiry of the relevant order or contractual relationship.
Delivery periods are indicative unless expressly stated in writing to be fixed. The Seller shall not be liable for delays caused by suppliers, production, carriers, customs, force majeure, non-payment by the Buyer, changes of specification or delayed information from the Buyer.
The Buyer must inspect the Machine, packaging and documents upon delivery and report any visible defects, damage, shortages or discrepancies in writing without delay and no later than 8 days from delivery. After that period, the Machine shall be deemed properly delivered in respect of visible defects.
Installation, positioning, electrical supply, stable internet connection (WiFi/LAN/SIM), weather protection, physical security of the location, fiscalisation, local payment setup and customer support are the Buyer’s responsibility unless expressly agreed otherwise in writing.
The Buyer must ensure that the installation site meets all technical requirements stated in manuals and instructions, including a stable, flat and level installation surface suitable for supporting the weight and operation of the machine, regardless of surface material, adequate power supply and signal connectivity, appropriate temperature and humidity conditions, vandalism protection, and compliance with all permitted load requirements.
If the Buyer delays acceptance, fails to pay the balance, fails to pay transport, storage, warehousing, relocation or handling costs, or prevents delivery after the Machine is ready, the Seller’s rights, remedies, storage fees, retention rights and termination rights under Article 4 and Article 5 shall apply.
The Seller shall not be liable for any delay in production, shipment, delivery, installation or commissioning of the machines, software, spare parts or related equipment where such delay is caused, directly or indirectly, by circumstances beyond the Seller’s reasonable control, including but not limited to delays or failures caused by manufacturers, suppliers or subcontractors, transport or logistics disruptions, shipping delays, port congestion, container shortages, customs procedures or customs delays, import/export restrictions, war, terrorism, sanctions, political instability, armed conflicts, geopolitical tensions, disruptions affecting international maritime routes including the Suez Canal, or other international transport corridors, pandemics, epidemics, governmental measures, shortages of raw materials, electronic components or energy, strikes, labour disputes, industrial actions, internet, software, cloud or telecommunications outages, force majeure events or any other events outside the Seller’s reasonable control.
All delivery dates are estimates only and shall not constitute fixed or guaranteed deadlines unless expressly agreed otherwise in writing by the Seller. Any such delay shall not constitute a breach of contract and shall not entitle the Buyer to cancel the order, withhold payment, refuse delivery, claim penalties, damages or any other compensation. The Seller shall be entitled to a reasonable extension of time corresponding to the duration and consequences of the relevant delay.
Software is not sold to the Buyer. The Buyer receives only a limited, revocable, non-transferable and non-exclusive licence to use the Software solely in connection with the relevant Machine and in accordance with these General Terms and Conditions, manuals and the Seller’s instructions.
The monthly Software fee for the basic package is EUR 15.00 per Machine, unless otherwise stated in the Quotation.
The Seller may adjust the Software fee upon 30 days’ prior written notice, provided that any increase of the then-current applicable Software fee shall not exceed 15% within any 12-month period, exclusive of any inflation-based adjustment.
In addition, the Seller shall be entitled to adjust the Software fee in accordance with the officially published annual inflation rate in the European Union, as determined by Eurostat or another competent official authority.
Software fees are invoiced annually in advance on a pro rata basis for the initial period until 31 December of the respective calendar year. For example, if a Machine is activated in June, the initial invoice shall cover the period from activation until 31 December of that year.
In case of non-payment, misuse, security risk, attempted circumvention, unauthorised resale, breach of territorial restrictions or conduct that may harm the Seller, the Seller may, without liability, restrict, suspend or disable Software, cloud access, user accounts, remote support and related functionalities.
Reactivation after suspension is charged EUR 125.00 per Machine, subject to prior payment of all overdue amounts and removal of the cause of suspension.
The Buyer shall not copy, modify, decompile, disassemble, reverse engineer, bypass, sublicense, provide access to third parties, remove protective mechanisms or use Software outside the approved purpose.
Resellers and distributors may sublicense, rent, lease or otherwise provide access to the Software to their customers only if expressly authorized under a separate written reseller, distributor or commercial cooperation agreement signed by the Seller. Any such use without prior written authorization shall constitute a material breach of these General Terms and Conditions.
The Seller may implement updates, security changes, functionality changes and Software maintenance. Temporary outages, upgrades, security measures or changes connected with third-party service providers do not constitute a defect of the Machine or breach by the Seller.
The Seller may remotely access, monitor, diagnose, update, maintain, suspend, restrict or disable the Software, user accounts, cloud services, connected systems and related functionalities for security, maintenance, billing, support, technical protection, prevention of misuse, enforcement of these General Terms and Conditions and protection of the Seller’s rights, products and reputation. Such remote access or intervention shall not constitute interference with the Buyer’s business and shall not give rise to any claim for damages, compensation, loss of revenue or business interruption.
Continuous remote connectivity and uninterrupted remote access by the Seller constitute an essential technical, operational and commercial condition for the activation, operation, monitoring, maintenance, security, support, protection and lawful use of the Machine and Software.
The Buyer shall ensure, maintain and permit continuous and unrestricted remote access by the Seller to the Machine, Software, telemetry systems, communication modules, administrator environment, cloud services, connected infrastructure and related functionalities at all times.
The Buyer shall not, directly or indirectly, block, disconnect, interfere with, restrict, disable, bypass, manipulate or otherwise prevent such remote access, connectivity, communication or monitoring capabilities.
The Seller shall have the unrestricted right, at any time and without prior notice, to remotely access, inspect, monitor, diagnose, maintain, configure, update, secure, restrict, suspend or disable the Machine, Software and related connected systems for maintenance, support, cybersecurity, technical protection, billing, licence enforcement, prevention of misuse, compliance verification, enforcement of these General Terms and Conditions and protection of the Seller’s rights, products, business and reputation.
Any interruption, obstruction, restriction, manipulation or prevention of remote access or connectivity by the Buyer or any third party shall constitute a material breach of these General Terms and Conditions and shall automatically entitle the Seller, without liability, to suspend or disable the Software, support services, cloud functionalities, payment functionalities, warranty rights and any related services until full restoration of unrestricted remote access and connectivity.
The Buyer expressly acknowledges and agrees that the remote access rights of the Seller under this Article are fundamental to the Seller’s business model, technical infrastructure, cybersecurity protection, Software licensing system and support organisation, and that the exercise of such rights shall not constitute unlawful access, interference with the Buyer’s business, interruption of operations or grounds for any claim for damages, compensation, loss of revenue, loss of profit or business interruption.
The Seller shall have the exclusive right to select, supply and configure the payment system and card reader compatible with the Machine. The Buyer shall not replace, modify or connect any other payment device or configuration without the Seller’s prior written approval.
The Buyer is solely responsible for the contracting, activation, mounting, operation, maintenance and legal compliance of all payment providers, fiscalisation systems, gateways, terminals, cloud services and third-party integrations connected to the Machine.
The Seller does not manufacture, own, operate or control third-party payment systems or their infrastructure and does not guarantee uninterrupted operation, compatibility, availability or future functionality of any third-party payment provider, server, cloud platform, API, protocol, software update or external service.
The Seller shall not be liable for any incompatibility, interruption, delay, malfunction, communication failure, transaction failure, server outage, payment rejection, loss of connectivity, software conflict or operational issue caused directly or indirectly by third-party payment providers, internet providers, cloud infrastructure, external software, fiscalisation systems or any third-party services.
The Buyer acknowledges that certain payment systems may require additional configuration, integration, updates or technical adjustments and that compatibility may depend on third-party providers and external infrastructure outside the Seller’s control.
The Seller shall have no liability whatsoever for chargebacks, fraudulent transactions, payment card abuse, customer fraud, refund abuse, unauthorised transactions or payment disputes between the Buyer, End Users, payment providers or financial institutions.
The Seller does not guarantee that every third-party payment system or future software version will remain fully compatible with the Machine or Software at all times.
Any integration, migration, modification or use of third-party payment systems shall be performed entirely at the Buyer’s own risk and responsibility.
Any modification, removal, covering, replacement or damage to the Machine name, brand, logo, trademark, identification plates, serial numbers, labels, Seller QR codes or other marks on the Machine or in the Software is strictly prohibited.
The Buyer shall not, without the Seller’s prior written consent, place its own QR codes, third-party QR codes, marketing marks, third-party marks, links, labels, visuals, website addresses, social media references or sales messages on the Machine, screen, Software, application or public display of the Machine.
The Buyer shall not rebrand the Machine, display it as its own product, alter the digital identity of the user interface, use a different product name or create the impression that it is the manufacturer, Software developer or authorised owner of the technology.
All public use of photographs, videos, names, logos and references to Vending Sport must be professional, truthful and consistent with the Seller’s instructions. The Seller may require immediate removal of any publication that is inaccurate, misleading or harmful to the Seller’s reputation.
If the Buyer uses websites, social media channels, advertisements or other promotional materials for the marketing, rental, resale or promotion of the Machine, it must clearly indicate that the Machine and related technology are products of Vending Sport.
The Buyer confirms that it has received, reviewed or has been given access to all manuals, operating instructions, installation instructions, technical specifications, maintenance instructions, troubleshooting procedures, safety notices and all other technical, operational and commercial documentation relating to the Machine and Software.
The Buyer must use, operate, maintain, handle and store the Machine and Software strictly in accordance with the manuals, technical specifications, Seller instructions, operational procedures, safety requirements and professional standards communicated by the Seller from time to time.
The Buyer acknowledges and agrees that the Machine constitutes a protected integrated technical, electronic, mechanical and software system designed, configured, secured and approved exclusively by the Seller and that any unauthorised intervention, modification, upgrade, attachment, connection or technical manipulation may affect operational stability, safety, payment functionality, Software integrity, regulatory compliance, technical compatibility, cybersecurity, data integrity, transaction processing, electrical safety, performance and the Seller’s reputation.
Without the Seller’s prior written consent, the Buyer shall not, directly or indirectly, itself or through any employee, contractor, technician, partner, reseller, customer or other third party:
(a) modify, alter, upgrade, retrofit, rebuild, customise, adapt or otherwise interfere with the Machine or any part thereof;
(b) open, dismantle, disassemble, drill, cut, remove, replace, reconnect, disconnect, relocate or manipulate any internal or external component of the Machine;
(c) interfere with, alter, reconnect, bypass, splice, extend, replace, reroute or otherwise manipulate any cable, wire, connector, electrical installation, power supply, fuse, relay, switch, motherboard, PCB, controller, communication module, antenna, sensor, lock, reader, display or electronic component;
(d) connect, integrate, install, attach or use any third-party hardware, equipment, accessory, module, adapter, router, modem, hotspot, antenna, camera, microphone, speaker, display, telemetry device, tracker, IoT device, USB device, payment component, fiscalisation component, communication component, power component, electrical component or any other physical or electronic device on, inside, outside or in connection with the Machine;
(e) install, upload, integrate, connect or use any third-party software, firmware, application, script, interface, cloud service, API, remote-access tool or digital component not expressly approved by the Seller;
(f) alter, remove, replace, bypass, disable or manipulate any Software configuration, payment configuration, administrator setting, operating parameter, technical protection, security mechanism, telemetry system, access restriction, authentication system, monitoring system, territorial restriction or protection mechanism implemented by the Seller;
(g) bypass, disable, avoid or interfere with any Software licence, payment restriction, activation system, security feature, monitoring system, geo-blocking mechanism or technical safeguard implemented by the Seller;
(h) place, attach or display any sticker, QR code, NFC tag, advertising material, marketing material, branding, visual element, promotional message, website reference, social media reference, external identifier or third-party mark on the Machine without the Seller’s prior written approval;
(i) use, install or connect any non-approved spare part, replacement part, component, consumable, cable, adapter, connector, electrical element or accessory which may affect the operation, compatibility, safety or integrity of the Machine;
(j) permit or allow any third party not expressly authorised by the Seller to perform installation, diagnostics, servicing, maintenance, repair, modification, rewiring, Software intervention or any other technical intervention on the Machine or Software;
(k) connect the Machine to any non-approved external system, device, software environment, payment infrastructure or communication infrastructure not expressly approved by the Seller.
Any unauthorised modification, alteration, upgrade, retrofit, intervention, attachment, connection, disconnection, bypass, manipulation, rewiring, repair attempt, opening of the Machine, installation of third-party components or use of non-approved hardware, Software or services shall constitute a material breach of these General Terms and Conditions.
For the avoidance of doubt, any unauthorised intervention, opening, modification, rewiring, retrofit, upgrade, attachment, integration, repair attempt, connection of third-party equipment or manipulation of the Machine or Software shall create an irrebuttable presumption that any subsequent malfunction, instability, safety issue, payment issue, communication issue, downtime, defect, electrical issue, overheating, short circuit, fire, damage or loss connected with the affected Machine has been caused by such unauthorised intervention.
The Buyer expressly waives any claim, objection or defence alleging that a specific defect, malfunction, instability, damage or loss was unrelated to the unauthorised intervention.
The Seller shall have no obligation whatsoever to investigate, diagnose, technically analyse, prove causation or distinguish between defects allegedly caused by authorised and unauthorised interventions once any unauthorised intervention has occurred or is reasonably suspected.
Any broken seal, opening mark, altered screw, modified wiring, added component, additional connection, replaced part, non-original component, non-approved software, non-approved configuration or evidence of technical interference shall constitute sufficient evidence of unauthorised intervention.
The Buyer shall bear the full burden of proof that any claim, malfunction or alleged defect is unrelated to the unauthorised intervention, to the maximum extent permitted under applicable law.
In the event of any act described above, regardless of whether damage has actually occurred, the Seller shall have the immediate right, without liability and without prior notice, to:
(a) suspend, restrict or permanently disable the Software, cloud services, payment functionality, telemetry, administrator accounts, remote access or any connected services;
(b) refuse technical support, diagnostics, maintenance, warranty service, spare parts supply, Software access or any further cooperation;
(c) terminate the contractual relationship with immediate effect;
(d) deny any warranty claim relating to the affected Machine;
(e) remotely block, deactivate, geo-block or restrict the Machine or Software;
(f) repossess the Machine where permitted by applicable law;
(g) claim contractual penalties, damages, legal costs, recovery costs, inspection costs, expert costs and all other losses arising from the breach.
The Buyer expressly acknowledges and agrees that any unauthorised intervention, modification, upgrade, rewiring, installation, attachment, connection, bypass, repair attempt or use of non-approved components or Software automatically and immediately voids all warranty rights relating to the affected Machine, irrespective of whether the intervention is directly connected with the reported defect, malfunction or damage.
The Seller shall have absolutely no liability whatsoever for any malfunction, instability, downtime, failed transaction, payment failure, communication failure, Software failure, electrical failure, overheating, short circuit, fire, property damage, injury, cyber incident, data corruption, loss of connectivity, loss of stock, loss of products, loss of revenue, loss of profit, business interruption, customer complaint, End User claim, chargeback, inspection measure, regulatory issue, fine or any other direct, indirect, consequential or incidental damage or expense arising out of or connected with any unauthorised intervention, modification, upgrade, retrofit, rewiring, attachment, installation, integration, manipulation or use of non-approved components, Software or services.
The Buyer assumes full and exclusive responsibility for all technical, operational, financial, legal, regulatory and safety consequences arising from any unauthorised intervention or deviation from the Seller’s instructions.
The Seller may require immediate access to the affected Machine for inspection and may refuse all support, diagnostics, warranty service, Software access, spare parts supply and technical assistance until a full technical inspection is completed at the Buyer’s expense.
Any inspection, diagnostics, analysis, testing, dismantling, transport, labour, travel, accommodation, reporting or expert assessment required due to suspected unauthorised intervention shall be fully chargeable to the Buyer regardless of the outcome of such inspection.
The Buyer shall indemnify, defend and hold harmless the Seller against any and all claims, liabilities, damages, losses, injuries, fines, penalties, proceedings, costs and expenses arising out of or connected with any unauthorised intervention, modification or technical manipulation of the Machine or Software.
Before contacting the Seller, the Buyer must independently check and verify all basic operating conditions, including power supply, internet connection, network stability, SIM functionality, router operation, payment configuration, Software settings, administrator settings, doors and locks, sensors, product loading, planogram, communication modules, telemetry status, audit logs and displayed error messages.
The Seller shall not be liable for malfunction, downtime, instability, failed transactions or damage caused by improper use, improper loading, unsuitable products, vandalism, theft, relocation, unstable surface, inadequate ventilation, moisture, humidity, temperature exposure, power fluctuation, electrical instability, internet interruption, weak signal, incorrect configuration, unauthorised modifications, unauthorised upgrades, unauthorised attachments, unauthorised integrations, interference with wiring or electronics, intervention by unauthorised technicians, use of non-approved parts or failure to follow the Seller’s instructions.
The Buyer shall, at its own expense, maintain adequate insurance coverage for the Machine and its operation, including but not limited to property insurance, theft insurance, vandalism insurance, fire insurance, electrical damage insurance, public liability insurance and any other insurance reasonably appropriate for the location, operation and use of the Machine.
The Seller shall not be responsible for arranging or maintaining any insurance coverage for the Buyer, the Machine, the installation location, the Buyer’s business, End Users or third parties.
Operational management of the Machine, including stocking, cleaning, sanitation, inspections, local customer support, communication with End Users, refund handling, complaint handling, local compliance and day-to-day operation of the Machine, remains solely the Buyer’s responsibility unless expressly agreed otherwise in writing by the Seller.
The warranty period is 18 months from delivery unless otherwise stated in the Quotation or a separate written agreement. The warranty covers only factory defects of the Machine that are duly reported, proven and not caused by the Buyer or third parties.
The warranty does not cover consumables, cosmetic damage, damage occurring after delivery, vandalism, theft, force majeure, improper installation, improper maintenance, relocation, unauthorised repairs, local network or payment problems, Buyer software settings, misuse or use outside technical specifications.
The Seller shall decide at its discretion whether a justified warranty claim will be resolved by repair, replacement part, remote intervention, instruction, dispatch of spare part or another reasonable measure.
On-site attendance, travel, accommodation, per diems, local technicians and relocation or transport of the Machine are not included in the warranty unless expressly agreed otherwise in writing.
However, where a warranty claim is accepted by the Seller, the Seller shall bear the reasonable costs of shipment and replacement of the defective warranty-covered part, including standard transport and customs costs related to such replacement.
The Buyer loses warranty rights if it fails to provide requested technical data, prevents access to the Machine or Software, performs unauthorised modifications, uses non-approved parts or continues use after it could have prevented greater damage.
Except as expressly stated in these General Terms and Conditions or in a separate written agreement signed by the Seller, all warranties, representations and conditions, whether express, implied or statutory, including merchantability, fitness for a particular purpose, commercial suitability, compatibility, performance expectations and non-infringement, are excluded to the maximum extent permitted by applicable law.
If the Buyer acts as a reseller, distributor, agent, local partner or intermediary, it must independently develop the market, maintain a sales and after-sales technical service organisation, keep suitable spare parts, support its customers and End Users, and protect the Seller’s reputation.
Reseller or distributor status does not arise by the mere purchase of Machines, but only by express written confirmation of the Seller or a separate written agreement. If no separate agreement exists, the Buyer has no exclusivity, no agency authority, no right to use the title “distributor” and no right to make binding statements on behalf of the Seller.
Any approved reseller relationship lasts for a maximum of 12 months and does not create any automatic right to a distribution agreement, exclusivity, goodwill compensation, customer compensation or territorial protection.
The reseller/distributor is responsible for collecting payment from its own customers and for paying all obligations to the Seller regardless of whether it has collected payment from its End Users or customers.
The Seller is not obliged to manage the reseller’s or distributor’s local customers, prepare local customer-facing guides, configure local payment systems, finance orders, hold stock, provide daily End User support or take over obligations belonging to the local sales and service organisation.
Machines and Software are supplied for a specific Territory and within the Seller’s controlled distribution system.
Without the Seller’s prior written consent, the Buyer shall not sell, resell, lease, export, relocate, lend, activate or make available any Machine or Software outside the approved Territory or outside the Seller’s authorised system.
In the event of unauthorised resale, relocation or use outside the Territory, the Seller does not warrant Software functionality, payment system availability, technical support, compatibility, local compliance, spare parts availability or activation possibility.
If the Buyer breaches this clause, the Seller may immediately deactivate Software, withhold support, refuse spare parts, terminate all contractual relationships and claim damages.
The Seller may request photographs, videos, serial numbers, location data, telemetry data, remote access verification or other reasonable evidence for the purpose of verifying compliance with these General Terms and Conditions, territorial restrictions, Software licence restrictions, authorised use and operation of the Machine.
The Buyer shall provide such information without undue delay upon the Seller’s request.
Any Machine sold, moved or operated outside the approved system is used exclusively at the risk of the Buyer and the third person using it.
Software licences, activation rights, technical support and connected services may be territorially or geographically restricted. The Seller may refuse activation, continued operation, Software access, technical support, spare parts supply or further deliveries if a Machine is used, sold, transferred, exported, re-exported, leased, relocated or made available outside the approved Territory or outside the Seller’s authorised distribution system.
The Seller may apply geo-blocking, remote deactivation, territorial restrictions or other reasonable technical, operational or security measures to protect its distribution system, Software, payment compatibility, intellectual property, commercial interests and reputation.
The Buyer expressly acknowledges and agrees that any such restriction, suspension, refusal, geo-blocking, deactivation or protective measure implemented by the Seller in accordance with these General Terms and Conditions shall not constitute a breach of contract and shall not give rise to any claim, compensation, damage, reimbursement, loss of profit, business interruption claim or any other liability of the Seller toward the Buyer, End Users or any third party.
The Seller shall have no liability whatsoever for any operational interruption, payment interruption, loss of revenue, inability to use the Machine, customer complaints, loss of business opportunity, reputational impact or any other direct or indirect consequence arising from the use or operation of the Machine outside the approved Territory or outside the Seller’s authorised distribution system.
All intellectual property rights in the Machine, design, Software, interface, documentation, know-how, brand, logos, photographs, technical materials, planograms, instructions and business models remain the exclusive property of the Seller or its licensors.
The Buyer receives only those rights of use expressly granted in these General Terms and Conditions or in a separate written agreement.
The Buyer shall keep confidential all non-public technical, commercial, pricing, software, customer and business information of the Seller and shall not disclose it to third parties without the Seller’s written consent.
The obligations relating to intellectual property and confidentiality survive termination or expiry of the commercial relationship.
The Seller may seek injunctive relief, interim measures, urgent court protection and any other available remedy to prevent or stop misuse of brand, Software, confidential information or intellectual property.
If personal data are processed in connection with the Machine or Software, the Buyer is independently responsible for the lawfulness of processing under laws applicable to its market, including End User notices, legal bases, records, security measures and relationships with payment providers.
The Seller may process technical data, logs, Machine operation data, error data, configuration data, transaction status data and Software use data for maintenance, security, support, billing, evidence and protection of its rights.
The Buyer must ensure that only authorised persons have access to user accounts, administrator panels and passwords. The Buyer is responsible for all actions performed through its access credentials.
The Seller does not guarantee that the Software, cloud services, payment systems, communication infrastructure or connected systems are immune from cyberattacks, hacking, malware, ransomware, unauthorised access, data interception, service interruption or other cybersecurity incidents.
The Seller shall be liable only for direct proven damage caused by its intent or gross negligence, to the extent such limitation is permitted by mandatory applicable law.
The Seller shall not be liable for loss of profit, loss of revenue, loss of customers, loss of business opportunity, loss of goodwill, business interruption, loss of data, reputational damage of the Buyer, indirect, consequential, punitive, exemplary, incidental or special damage, or damage caused by the Buyer, End Users, payment service providers, internet operators, carriers, local technicians, suppliers, subcontractors or any other third parties.
The Seller shall not be liable for any loss, claim, damage or expense caused by Machine downtime, inability to process payments, interruption of vending operations, failed or delayed transactions, payment rejection, loss of connectivity, loss or deterioration of stock, theft, vandalism, misuse by End Users, customer complaints, refunds, chargebacks, regulatory action or any claim made by an End User or third party in connection with the Buyer’s operation of the Machine.
The Seller’s total aggregate liability on any basis shall be limited to the amount actually paid by the Buyer to the Seller for the specific Machine giving rise to the claim. If the claim relates to Software, liability shall be limited to Software fees paid for that Machine during the last 6 months.
In any event, the Seller’s total liability arising out of or in connection with the entire commercial relationship with the Buyer shall not exceed the total amount actually paid by the Buyer to the Seller during the 12 months preceding the event giving rise to the claim.
Any claim, complaint, action or proceeding by the Buyer against the Seller arising out of or connected with the Machine, Software, delivery, warranty, support, services or contractual relationship must be commenced no later than 12 months from the date on which the Buyer became aware or should reasonably have become aware of the relevant event, defect or claim, and in any event no later than 18 months from delivery of the relevant Machine.
The Seller does not guarantee profitability, turnover, revenue, customer traffic, transaction volume, return on investment, commercial success, market acceptance or business performance of any Machine or business model operated by the Buyer.
The limitations of liability do not exclude liability that cannot be excluded under mandatory law.
The Buyer shall pay a contractual penalty for each individual breach, without the Seller being required to prove actual damage:
Breach | Contractual penalty |
Modification, removal or covering of brand, marks, serial number or identification elements | EUR 1,000 per Machine |
Placement of unauthorised QR codes, marketing marks or rebranding | EUR 1,000 per Machine / breach |
Non-payment or misuse of Software | EUR 500 per Machine, plus debt and reactivation fee |
Attempt to bypass Software, licence, payment or security restrictions | EUR 1,000 per Machine / breach |
Unauthorised resale, lease, export, relocation or use outside the approved Territory | EUR 2,000 per Machine |
Breach of reverse engineering prohibition, Software copying or unauthorised access | EUR 5,000 per breach |
Breach of confidentiality or unauthorised disclosure of documentation / know-how | EUR 5,000 per breach |
Failure to perform approved marketing or reseller obligations | EUR 200 per breach |
Improper use causing damage or intervention by the Seller | EUR 250 per case, plus intervention costs |
All contractual penalties set out above shall be automatically adjusted once per calendar year in accordance with the officially published annual inflation rate in the European Union, as determined by Eurostat or another competent official authority. Each adjusted amount shall become the new base amount for the calculation of future annual inflation adjustments.
Each individual breach constitutes a separate basis for charging a contractual penalty. Payment of a contractual penalty shall not be deemed to represent full compensation for the Seller’s losses, nor shall it limit or exclude the Seller’s right to claim and recover the full amount of actual damages, accrued damages, future damages, consequential losses, reputational harm, loss of business opportunity, loss of profit, legal costs, enforcement costs and any other losses or liabilities arising out of or connected with the relevant breach.
The Seller expressly reserves the right to seek full compensation exceeding the contractual penalty amount if it is subsequently determined that the actual damage suffered by the Seller is greater than the agreed contractual penalty.
In addition to contractual penalties, the Seller shall be entitled to seek injunctive relief, termination, suspension of Software or services, repossession, recovery of costs and any other contractual or legal remedy available under applicable law.
If a competent court considers any contractual penalty excessive, the parties agree that it may be reduced only to the minimum extent required by mandatory law, while all remaining provisions shall remain fully valid and enforceable.
The Seller may terminate or suspend any relationship with the Buyer without notice if the Buyer fails to pay due amounts, breaches territorial restrictions, harms the Seller’s reputation, breaches the Software licence, resells Machines without authorisation, fails to maintain local support, makes unsupported statements regarding the products or otherwise materially breaches these General Terms and Conditions.
Termination or suspension does not affect the Buyer’s already due obligations, the Seller’s right to contractual penalties, damages, return of Machines, collection of costs and protection of intellectual property.
After termination, the Buyer must immediately cease using the Seller’s marks in a manner suggesting authorised status, return or destroy confidential documentation upon request, and cooperate with an orderly transfer if necessary to protect End Users and the Seller’s reputation.
The Seller shall not be liable for non-performance, delayed performance, production delays, shipment delays, delivery delays, installation delays, commissioning delays or any other delay or failure caused directly or indirectly by circumstances beyond the Seller’s reasonable control, including but not limited to supply chain disruptions, supplier delays, manufacturer delays, subcontractor delays, production delays, shortage of components, shortage of electronic parts, shortage of raw materials, transport delays, shipping delays, shipping line cancellations, rerouting of vessels, container shortages, port congestion, customs procedures, customs delays, import or export restrictions, sanctions, embargoes, war, terrorism, armed conflicts, political instability, geopolitical tensions, disruptions affecting international maritime routes including the Suez Canal, the Red Sea, the Strait of Hormuz or other international transport corridors, epidemics, pandemics, governmental measures, power outages, internet interruptions, cloud outages, telecommunications failures, cyber incidents, strikes, labour disputes, industrial actions, changes of law, measures of public authorities, force majeure events or any other events outside the Seller’s reasonable control.
All delivery, production, shipment, installation and commissioning dates are estimates only and shall not constitute fixed or guaranteed deadlines unless the Seller expressly agrees otherwise in writing. Any delay caused by the above circumstances shall not constitute a breach of contract and shall not entitle the Buyer to cancel the order, refuse delivery, withhold payment, claim penalties, damages, compensation, lost profit or any other remedy against the Seller.
The Seller shall be entitled to a reasonable extension of time corresponding to the duration, consequences and commercial impact of the relevant delay. The Seller shall not be liable for acts, omissions, prices, availability, configuration, security, compatibility, performance or outages of third-party service providers, including payment providers, telecommunication operators, cloud providers, local service technicians, carriers, freight forwarders, customs agents, manufacturers, subcontractors and suppliers of the Buyer or Seller.
Every technical complaint must be specific, evidenced and linked to an individual Machine. General allegations of “problems”, “defects”, “not fit for purpose” or “lack of support” do not constitute a proper complaint.
The Buyer must provide at least: serial number, model, location, date and time of event, user action description, photographs or video, error message, audit log, Software version, payment configuration, internet connection details, evidence of compliance with manuals and details of all local modifications.
Until complete information is provided, the Seller is not obliged to acknowledge the complaint, dispatch spare parts, attend on site, approve a return, reduce the price or accept liability.
Communication by email, administration system, messaging application or other electronic channels shall constitute valid written communication if the sender and content can reasonably be identified.
The Buyer must keep its contact details up to date. A notice sent to the Buyer’s last known email address shall be deemed delivered on the next business day after sending, unless the Seller receives an automatic non-delivery notice.
These General Terms and Conditions, every Quotation, order, sale, delivery, use of Machines and Software, and all contractual and non-contractual claims arising out of or connected with the relationship between the Seller and the Buyer shall be governed by the laws of the Republic of Croatia, excluding conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent such exclusion is permitted.
All disputes arising out of or in connection with these General Terms and Conditions, any Quotation, order, delivery, Machine, Software or business relationship of the parties shall fall under the exclusive jurisdiction of the competent courts of the Republic of Croatia, locally competent according to the Seller’s registered seat, or the competent court in Zagreb, Croatia, where such jurisdiction agreement is permitted by applicable law.
Notwithstanding the foregoing, the Seller may bring proceedings against the Buyer before the courts of the country where the Buyer has its registered seat, assets, a Machine or the place of breach, for collection of payment, interim measures, injunctive relief, repossession of Machines or protection of intellectual property.
To the maximum extent permitted by applicable law, the Buyer may bring claims against the Seller only in its individual capacity and not as claimant, plaintiff or participant in any collective, representative or class action proceeding.
These General Terms and Conditions may be issued in Croatian, English and/or other languages for convenience and international use. All language versions shall be interpreted in good faith and, to the extent possible, consistently with one another. In the event of any discrepancy, ambiguity or conflict between language versions, the Croatian version shall prevail, unless the Seller expressly states otherwise in writing for a specific transaction. The English version may be used for international commercial communication and interpretation, provided however that the Seller reserves the right to rely on the Croatian version before Croatian authorities and courts.
If any provision is null, invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that achieves, to the greatest extent permitted, the commercial purpose of the invalid provision.
Failure by the Seller to immediately exercise any right shall not constitute a waiver of that right.
The Seller may amend these General Terms and Conditions. Each order shall be governed by the version made available to the Buyer before acceptance of that order, unless otherwise agreed in writing.
The Buyer confirms that these General Terms and Conditions were delivered to it or made available before acceptance of the Quotation, that it has read, understood and accepted them, and that it had the opportunity to request clarification before entering into the transaction.
These General Terms and Conditions, together with the applicable Quotation, proforma invoice, invoice, order confirmation and any written documents expressly issued or approved by the Seller, constitute the entire agreement between the parties regarding the relevant transaction and supersede all prior discussions, negotiations, offers, representations, statements, understandings and correspondence, whether oral or written.
The Buyer confirms that it has not relied on any statement, promise, representation, warranty, technical assumption, commercial expectation or information not expressly included in these General Terms and Conditions, the applicable Quotation or another written document expressly approved by the Seller.
No amendment, waiver, side agreement, exception or deviation from these General Terms and Conditions shall be valid unless made in writing and expressly accepted by the Seller.
The Seller reserves the right to amend these General Terms and Conditions, pricing, fees, contractual penalties and related commercial conditions from time to time. Any amended version shall become effective upon notification to the Buyer or publication by the Seller, unless a later effective date is specified. Continued use of the Machine, Software or related services after such effective date shall constitute acceptance of the amended General Terms and Conditions.
Nothing in these General Terms and Conditions, any Quotation, order, resale, commercial cooperation, technical support, marketing activity or supply of Machines shall create or be interpreted as creating any partnership, joint venture, franchise, employment, agency, mandate, representation or fiduciary relationship between the Seller and the Buyer.
The Buyer has no authority to bind the Seller, make representations on behalf of the Seller, grant warranties, accept obligations, modify technical or commercial terms, negotiate settlements, or present itself as an authorised distributor, agent, franchisee or representative of the Seller unless expressly authorised in writing by the Seller.
Any statement, promise, warranty, offer, discount, service commitment, technical representation or customer-facing obligation made by the Buyer to its customers, End Users or third parties shall be solely the Buyer’s responsibility and shall not bind the Seller.
All provisions which by their nature are intended to survive termination, expiry, cancellation or completion of the commercial relationship shall remain in full force and effect, including without limitation provisions relating to payment obligations, outstanding debts, contractual penalties, damages, limitation of liability, indemnities, intellectual property, confidentiality, Software restrictions, territorial restrictions, evidence requirements, governing law, jurisdiction, dispute resolution and protection of the Seller’s rights and reputation.
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