Terms and Conditions, Returns

Terms and Conditions and Merchandise Return Terms

issued by Adaptic Innovation a.s., a Czech joint stock company registered with the business registration number 06994237 and the VAT number CZ06994237, with registered address at 2898/4a Olšanská, 130 00 Prague, Czech Republic, entered in file B 23322 of the Czech Commercial Registry section kept by the Municipal Court of Prague (hereinafter, the “Seller”)

Seller’s Contact Information

phone: +420 777 770 122

e-mail: [email protected]

bank account (domestic transfers): 6994237/5500

bank account (international transfers): IBAN: ……… SWIFT: …………….

I. Preamble

1. These Terms and Conditions (hereinafter, the “TC”) are an integral part of all sales agreements, works agreements, and framework agreements that Adaptic Innovation a.s. may enter into as a seller. These TC are also an integral part of all intermediation agreements and agency contracts that Adaptic Innovation a.s. may enter into as a business partner.
2. Acceptance of these TC and Merchandise Return Terms is a precondition for any and all purchases made in the Seller’s e-shop. The Buyer hereby declares to have familiarized themselves with these TC and Merchandise Return Terms, to have no objections against their contents, and to expressly agree to be bound by them, starting at the moment an order is placed in the Seller’s e-shop.
3. These TC and Merchandise Return Terms have been prepared in accordance with the law of the Czech Republic. Their original language is Czech and any translations into other languages are for information purposes only. In the event of a discrepancy between the Czech original and any translation thereof into another language, the Czech version shall prevail.
4. Provisions contrary to these TC may be agreed in the sales agreement. If so, such provisions shall take precedence over any incompatible provisions in these TC, without affecting the applicability of the remaining provisions.

II. Prices, Ordering, and Sales Agreement

1. All product presentations in the Seller’s catalog and marketing materials are for information only, including the listed prices and merchandise return costs. All prices are listed inclusive of the Value-Added Tax (hereinafter, the “VAT”) and any other fees that may apply. Prices remain valid while they are listed in the Seller’s e-shop. The Seller shall be under no obligation to enter into a sales agreement for the goods listed at the prices listed.
2. The Buyer may place orders consisting of a selection of goods and their amounts, as well as the payment and delivery methods, in any of the following ways:
   
   a. Through one of the Seller’s intermediaries. Intermediaries place orders on behalf of end buyers from intermediary accounts, such accounts to be opened by the Seller on the basis of an intermediation agreement.
   
   b. Through one of the Seller’s business partners. Partners place orders from partner accounts, such accounts to be opened by the Seller on the basis of a partnership agreement. (For the avoidance of doubt, Partners shall be bound by all provisions of these TC applicable to end buyers, unless their particular partnership agreement specifies otherwise.)
   
   c. From an end client account, such accounts to be opened by the Seller on the basis of the Buyer’s prior registration in the Seller’s e-shop.
3. When ordering from the e-shop, the order form may be edited and changed until submitted. Once the order form has been submitted, the Seller shall hold all information entered therein to be accurate. To submit a valid order, buyers shall be required to enter all mandatory information in the order form and indicate their acceptance of these TC.
4. Upon the Seller’s confirmation of receipt of a valid order, a sales agreement is thereby entered into. The Buyer shall receive an e-mailed confirmation of the Seller’s receipt of their order at the Buyer’s e-mail address given in the order form. If the order has been placed through an intermediary, that intermediary shall also receive an e-mailed confirmation at its listed e-mail address.
5. In the event the Seller is unable to fulfill any part of a received order, the Seller shall e-mail a modified sales proposal to the Buyer’s listed e-mail address. Such a proposal is considered a new sales agreement proposal and shall become effective only upon the Buyer’s confirmation of its acceptance.
6. All orders placed with the Seller are binding. The Buyer may withdraw an order only until their receipt of the Seller’s order confirmation, such withdrawals to be made by e-mail or phone using the Seller’s contact information provided above.

III. Account Types

1. An Intermediary Account is created by the Seller on the basis of an intermediation agreement. The Intermediary may use its account to place orders with the Seller on behalf of end buyers, under the terms specified in its intermediation agreement.
2. A Partner Account is created by the Seller on the basis of a partnership agreement. The Partner may use its account to place orders with the Seller for goods to be sold by the Partner to end buyers, under the terms and at the prices specified in its partnership agreement.
3. A Customer Account is created by the Seller on the basis of an end buyer’s registration in the Seller’s e-shop. The Customer may use their account to place orders with the Seller as an end buyer.
4. All types of accounts are secured against unauthorized access by means of a username and password, which account owners shall hold confidential. Account owners may not place their accounts at the disposal of third parties. The Seller shall not be held liable for any misuse of an account by a third party.
5. The Seller may close down an account, at its sole discretion but particularly in the following cases:
   
   a. The account owner is in breach of these TC;
   
   b. The account had been created on the basis of an agreement which is no longer in effect;
   
   c. The account has not been used for 1 year or more.
6. When creating an account and ordering goods, the Buyer shall be required to only submit accurate and truthful information. In the event the information in question changes, the Buyer shall update the account settings accordingly. The Seller shall hold all information submitted by the Buyer to be accurate.

IV. Payment and Delivery Terms

1. The price for the goods and any shipping costs are payable upon the Buyer’s receipt of the Seller’s order confirmation. In addition with the price of the goods, the Buyer shall pay to the Seller the costs of packaging and shipping in the amount agreed (hereinafter all together as the “Price”). The Buyer shall pay the Price no later than 7 calendar days after placing an order.
2. The Buyer may pay the Price in any of the following ways:
   
   a. By bank transfer into the Seller’s account.
3. The sales agreement concluded between the Buyer and the Seller may provide for a different length of the payment period.
4. When paying by bank transfer, the Price shall be considered paid upon the Seller’s receipt of the payment in its bank account.
5. When customary for the type of sale in question or required by law, the Seller shall provide the Buyer with a tax receipt (invoice) for any and all payments made pursuant to a sales agreement concluded between them, such invoices to be e-mailed to the Buyer at the address given in the order.
6. Unless agreed otherwise, the Seller shall ship the Buyer’s purchase to the address specified by the Buyer in the order.
7. Shipping costs are listed in the order and in the Seller’s confirmation thereof.
8. The title to the purchased goods shall transfer to the Buyer upon the full payment of the Price (including shipping costs), but no earlier than upon the Buyer’s taking delivery of the goods.

V. Taking Delivery and Damage Claims

1. The Buyer shall take delivery upon receipt of the goods. If it becomes necessary, for reasons on the side of the Buyer, to repeat delivery or deliver in a manner other than agreed in the order, the Buyer shall reimburse the Seller for any and all costs of such repeated or modified delivery.
2. The Seller shall deliver the Buyer’s purchase within 14 calendar days of the order. For goods custom-made to the Buyer’s specifications, the Seller shall deliver the purchase no later than 60 calendar days after the order has been placed.
3. Unless the Parties have agreed otherwise, the delivery period begins upon the Seller’s receipt of the Buyer’s payment of the Price (see Section II-5 above).
4. The liability for damage to the goods transfers to the Buyer upon taking delivery. In the event the Buyer fails to take delivery even though the Seller has fulfilled all of its obligations necessary for the Buyer to do so, the liability for damage to the goods shall transfer to the Buyer upon the Seller’s fulfillment of such obligations.
5. Liability for damage to goods in transit shall transfer to the Buyer upon the Seller’s transfer of the goods to the initial transporter.
6. Before taking delivery from the transporter, the Buyer shall verify that the goods delivered conform to their order and that it is free of damage. If any damage is found, the Buyer shall report it to the transporter immediately. The Seller shall not be held liable for any damage, transport-related or otherwise, reported at a later point.

VI. Withdrawal from the Sales Agreement

1. The right to withdraw from sales agreements concluded via the Internet is limited to buyers entering into the agreement as consumers. Buyers entering into sales agreements as corporations or unincorporated entrepreneurs (“OSVČ“ under Czech law) may not withdraw from them.
2. In addition to the above, buyers are further advised that, pursuant to the provisions of Section 1837 of Czech Republic Law no. 89/2012 – the Civil Code, even a consumer buyer may not withdraw from a sales agreement concluded online if the agreement is for goods custom-made or modified to the Buyer’s specifications.
3. Assuming the exception provided for in Section VI-2 above does not apply, a consumer Buyer may withdraw from the sales agreement within fourteen (14) calendar days of taking delivery of the goods. If the sales agreement comprised several types of goods or several partial deliveries, the withdrawal period begins upon taking delivery of the last shipment. The Buyer may withdraw from the sales agreement by sending a written notice to that effect to the Seller, either by e-mail to the Seller’s address listed above or by mail to the Seller’s mailing address. When using physical mail, the date of posting must fall within the 14-day period specified above. The Buyer may, but shall not be required to, use the template notice of withdrawal attached to these TC.
4. In the event of withdrawal from the sales agreement, the Buyer shall return the goods in question within 14 calendar days of sending the withdrawal notice. The costs of return shipping shall be borne by the Buyer, even if the goods being returned are too large or otherwise unsuitable for standard shipping. The Buyer shall return the goods undamaged, clean, free of wear, and ideally in original packaging.
5. In the event goods are returned damaged, the Seller may, at its sole discretion, set off the value of such damage against the Buyer’s claim to reimbursement of the Price.
6. The Buyer’s withdrawal notice shall specify a bank account into which the Seller may refund the Price. The Seller shall refund the Price, minus any offset damages as per the above, to the Buyer no later than 14 days after the receipt of the goods being returned.
7. In all cases where the provisions of Section 1829, Subsection 1 of the Czech Civil Code entitle the Buyer to withdraw from the sales agreement, the Seller shall also be entitled to withdraw from the agreement, up until the Buyer’s taking delivery of the goods. The Seller shall also be entitled to withdraw from the sales agreement when ordered goods are out of stock or otherwise unavailable, when manufacture of the goods has been terminated, or when the goods or parts thereof are no longer available for import. In that event, the Seller shall refund the Price to the Buyer without undue delay, by bank transfer into an account specified by the Buyer.

VII. Liability and Warranty Claims

1. The Seller shall be liable for the goods being delivered to the Buyer free of defects. In particular, the Seller shall be held liable for delivering goods possessing those characteristics required or expected of goods of this type.
2. In the event the Buyer wishes to claim warranty or Seller liability for defects, they shall do so without delay upon discovery of such defects, but no later than within 24 months of taking delivery of the goods.
3. The provisions of Sections VII-1,2 above shall not apply to such defects that were advertised by the Seller and for which the goods in question were sold at a discount. They shall likewise not apply to wear arising from the goods’ intended use, to defects of used goods proportional to the amount of use and wear the goods have seen, to defects present upon the Buyer’s taking delivery of the goods that the Buyer failed to report at that time, and to goods for which warranty may not be claimed due to their nature (perishable goods).
4. The Buyer may claim warranty for defects of the goods within 24 months of taking delivery.
5. The Buyer may claim warranty at those premises of the Seller which are equipped to handle warranty claims for the goods in question, or, as the case may be, at the premises of the intermediary from which the goods were purchased.
6. For consumer buyers, the rights and obligations of the Parties in relation to warranty and liability claims are further provided for in Czech Republic law, particularly by the consumer protection provisions of the Czech Civil Code and of Czech Republic Law no. 634/1992 – the Consumer Protection Act.

VIII. Personal Data Protection

1. The Seller is a personal data administrator pursuant to Czech Republic Law no. 101/2002 – the Personal Data Protection Act, and to EC Directive 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter, the “GDPR”), and shall uphold all requirements set forth by these in relation to the handling of personal data relating to the execution of sales agreements.
2. The Seller shall ensure that unauthorized parties cannot access buyers’ personal data. The Seller shall process personal data for the purposes of sales agreement execution, accounting, and legitimate business interest. Personal data shall only be processed and retained in the scope and for the duration necessary to fulfill these purposes.
3. The Buyer shall be entitled to access, correct or have corrected, or request the deletion of the personal data pertaining to themselves, and may also request the Seller to disclose what kinds of personal data it holds in relation to the Buyer and to explain the Buyer’s rights therein. All such requests may be made by e-mailing the Seller at the address listed above.
4. For the purposes of these TC and as set forth by the GDPR, a Personal Data Administrator shall be that corporation or natural person which on its own or in conjunction with third parties determines the purposes and methods of personal data processing; a Personal Data Processor shall be that corporation or natural person which processes personal data on behalf of the Administrator; and a Personal Data Subject shall be that natural person to whom the personal data pertains.

IX. Final Provisions

1. All agreements between the Seller and the Buyer shall be governed by Czech Republic law, including agreements and relationships that transcend national borders, unless applicable legislation requires otherwise.
2. Extrajudicial settlement proceedings of any consumer disputes that may arise from or in relation to the sales agreement shall be held before the Czech Trade Inspection Authority (Česká obchodní inspekce) at 567/15 Štěpánská, 120 00 Prague, Czech Republic, business reg. no.: 00020869, website: https://www.coi.cz/en/information-about-adr/. Extrajudicial settlement may also be sought through the EU’s online consumer dispute resolution platform at http://ec.europa.eu/consumers/odr.
3. In the event that any of the provisions of these TC become or are found to be invalid or unenforceable, this shall have no impact on the validity or enforceability of any other provisions. Invalid or unenforceable provisions shall be replaced by alternative provisions that are valid, enforceable, and as close in their effect as possible to the provision(s) being replaced.
4. These TC and Merchandise Return Terms shall remain in effect until such time as the Seller may change or withdraw them.

In Prague on September 1, 2018

Schedule 1: Sales Agreement Withdrawal Notice Template

Notice of Withdrawal

To:

Adaptic Innovation a.s., business reg. no. 06994237, VAT no. CZ06994237

2898/4a Olšanská, 130 00 Prague, Czech Republic

I hereby withdraw from the sales agreement concluded between myself and you for the following goods: 

……………………………………………………………………………………………………………….

The goods in question were ordered on ………………………, order ID …………………………… .

I took delivery of the goods on …………………………….. .

First and last name: ……………………………………….

Address: ……………………………………………………………………

Signed: ………………………………

On: …………………….