Wholesale Business Terms and Conditions

These general wholesale business terms and conditions (hereinafter referred to as the “ WBTC”) define and specify further the relations entered into between the contracting parties via on-line business at www.outfit4events.cz (the “Web User Interface”), by the seller on the one side, namely Wellcrafted s.r.o., Golovinova 1709, 43201 ID No.: 25492217, registered in the Commercial Register of the Regional Court in Ústí nad Labem under File No. C 20787 (the “Seller”), and by the buyer on the other side (the “Buyer”).

a) The Seller is a VAT payer, its VAT number being CZ25492217

Current account for payments in CZK:
235028139 / 0300, ČSOB

Current account for payments in EUR:
BIC: CEKOCZPP
IBAN: CZ0203000000000198877018, BIC: CEKOCZPP
Ceskoslovenska obchodni banka, a.s.

b) The term “Buyer” means a legal entity or entrepreneur, meaning any such person purchasing goods for resale or performing gainful activities in a commercial or similar manner with intention to do so to attain profit and/or any person acting on behalf of or for an entrepreneur. If the Buyer provides an identification number in the order, it is deemed to have acknowledged that it considers itself an entrepreneur. Except for the provisions relating exclusively to wholesale (in particular Para. 2.1, 2.5, 3.1 and Art. 8 of the WBTC), the provisions of these WBTC will also apply as appropriate to contracts entered into between the Seller and the Buyer as entrepreneur or legal entity not purchasing the goods for resale.

1. Recitals

1.1 The WBTC define and specify further the fundamental rights and obligations of the contracting parties when entering into the Contract for Goods Sale via the Web User Interface (the “Contract”). Under the terms and conditions set forth in the Contract, the Seller undertakes to perform deliveries to the Buyer according to the individual Buyer’s orders and the Buyer undertakes to take over the ordered goods and to pay the Seller the agreed price.

1.2 The provisions of these Business Terms and Conditions form an integral part of the Contract. Provisions different from those set in the Business Terms and Conditions can be agreed in the Contract to take precedence over the provisions of the Business Terms and Conditions. The Seller may amend or supplement the wording of the Business Terms and Conditions. The rights and obligations of the contracting parties are always governed by that wording of the Business Terms and Conditions under the effect of which they were established. In any issues not regulated in these WBTC the relations are governed similarly by Art. 2, Para. 3.2 – 3.9, Art. 4, Art. 6, Art. 8., Art. 10 and Art. 11 of the Business Terms and Conditions, except for the consumer protection provisions. In any issues not regulated herein the relations of the contracting parties are governed by the applicable legislation, namely Act No. 89/2012 Sb., the Civil Code, as amended.

1.3 By sending or confirming an order the Buyer declares that it has familiarized itself with the WBTC.

2. Order and Contract Execution

2.1 The Buyer submits an order via the Web User Interface or telephonic or e-mail communication. All orders must contain a precise description of the goods being ordered (and/or any numerical identification of the goods), number of pieces, the payment and transport methods chosen and the Buyer’s contact details (first name and surname or company name, identification number, delivery address, telephone number, and e-mail address). The Buyer who purchases goods for wholesale purposes is also obliged to prove that it is an entrepreneur by sending a copy of its trade or other license or extract from the commercial register to the Seller's contact e-mail.

2.2 Buyer’s order is deemed to be a proposal to enter into a purchase contract (the “Proposal”). The Seller is not obliged to confirm the received Proposal. A Proposal is not binding on the Seller if not confirmed. An automated email sent to the Buyer confirming delivery of the Proposal to the Seller does not constitute confirmation of the Proposal. The Seller is entitled to verify the Order in case of doubt about the authenticity and seriousness thereof. If not verified, an Order may be rejected by the Seller.

2.3 The Contract is entered into at the moment the Buyer has received the acceptance of a binding Order from the Seller.

2.4 The Buyer is bound by its Proposal for a period of 30 calendar days, unless the Seller rejects it earlier. The Buyer is not entitled to unilaterally withdraw or cancel its Proposal.

2.5 The minimum amount of the first Order of the Buyer must be at least EUR 300.00. The Seller is entitled to refuse to continue to sell to the Buyer if the latter’s yearly turnover of purchases from the Seller drops under EUR 2,000.00. The amounts provided above are excluding VAT.

3. Prices and Wholesale Discounts

3.1 The price of the goods is adjusted on the web user interface by the wholesale discount, which is shown after the Buyer logs in to its customer account.

3.2. The Buyer understands that the purchase price may change during the period from sending a Proposal to its acknowledgement by the Seller due to variations in exchange rates and changes in supplier prices. The Seller declares that any price deviation (in the confirmation of the Proposal by the Seller as compared to the Buyer's Proposal) up to 10% of the purchase price is deemed to be an insignificant change in the Proposal and that the confirmation of the Proposal by the Seller constitutes acceptance thereof (the Contract being concluded for the purchase price so adjusted), unless the Buyer rejects such acceptance without undue delay.

4. Delivery Terms

4.1 Delivery times vary from product to product and are always indicated on the product page on the Web User Interface. This data as well as the data given in Proposal confirmation, if applicable, is indicative only and not binding on the Seller. The Buyer understands that the delivery date will be extended automatically due to circumstances not attributable to the Seller, in particular due to a force majeure event, delays in customs clearance, technical and logistic difficulties in transport, extension of supplier deadlines, stoppage or limitation of production by suppliers, limitation of cross-border deliveries, etc.  Extension of the delivery time beyond the contractual deadline of up to 60 days will not constitute a breach of the Contract.

4.2 The Seller is obliged to deliver the goods to the Buyer in the agreed upon manner and packaged properly.

4.3 As agreed by the contracting parties, the Seller provides for transport of the goods to the Buyer. The price of the transport is settled by the Buyer. The risk of loss of the goods is transferred to the Buyer at the moment of goods delivery. The Buyer is not entitled to free transport.

4.4 Before taking delivery of the goods, the Buyer is obliged to check the integrity of the packaging of the goods and immediately notify the carrier of any defects. A report on defects must be drawn up. If no report on defects is drawn up, the Buyer loses the rights arising from the defective packaging of the goods.

4.5 The Buyer is obliged to check the goods immediately after taking them over, in particular as regards the number of pieces and the integrity of or any damage to the goods. If a discrepancy is found, the Buyer is required to inform the Seller about it without undue delay, however not later than 3 business days of goods acceptance. The Buyer is required to document the defects found in a suitable manner and to send such documentation to the Seller together with the defect report.

4.6. The Seller is not liable for any damage to the goods caused during transport.

4.7 If for reasons attributable to the Buyer the goods are to be delivered repeatedly or in a different method than as agreed, the Buyer must pay the Seller the costs associated with the repeated delivery of the goods or with the different method of delivery, as well as any costs associated with goods storage.

5. Payment Terms

5.1 The Buyer must pay the Seller the whole purchase price of the goods before goods shipment (handover to the first carrier), using the payment methods specified on the Web User Interface.

5.2 Payment for the goods may be made in Czech crowns (CZK), Euro (EUR) or American dollars (USD); see the account numbers provided in the heading of the Contract.

5.3 If the Buyer has not paid the Seller the purchase price or part thereof in a due and timely manner, it shall pay the Seller a contractual penalty of 0.05% of the amount due for each day of default. The contractual penalty according to this paragraph is payable on Seller's demand. The statutory default interest will not be affected by the agreed contractual penalty.

6. Withdrawal from Contract

6.1 Until the moment of goods takeover by the Buyer, the Seller is entitled to withdraw from the purchase contract if it finds serious reasons preventing it from supplying the ordered goods to the Buyer, e.g., if the Seller is not able to keep the required lead time for reasons attributable to the manufacturer, the required workmanship or quality of the goods, etc. (for instance, if the product is not manufactured anymore in the required design, material or colour; the stock has been sold out; goods manufacture or import has been interrupted by the manufacturer, importer or supplier, etc.).

In such a case, the Seller will refund to the Buyer the price that has already been paid by the Buyer via bank transfer to the account communicated by the Buyer to Seller for this purpose or to the account from which the funds were transferred to pay the purchase price (unless the Buyer specifies another account number within 3 days of the withdrawal).

6.2 The Seller is further entitled to withdraw from the Contract if the Buyer is in default of payment of the purchase price of the goods for more than 1 week.

6.3 The Buyer is entitled to withdraw from the Contract if the Seller is in default of goods delivery for more than 60 days of the advised day of delivery. The Buyer waives in advance any claim for damages that may arise in connection with the delivery of the goods later than the agreed date.

6.4 Withdrawal from the Contract must be made in writing, with electronic mail being deemed to satisfy the written form for these purposes. Withdrawal from the Contract takes effect by a notice of withdrawal being delivered to the other contracting party.

7. Rights Arising from Defective Performance

7.1 The rights and obligations of the contracting parties with regard to rights arising from defective performance are governed by the applicable legislation (in particular the provisions of Sections 2099 to 2117 of the Civil Code). The Buyer acknowledges that the provisions of Sections 2158 et seq. of the Civil Code do not apply to the Buyer as entrepreneur.

7.2 The Buyer is obliged to describe the claimed defect in detail, to choose the claim settlement method, and if it fails to do so when exercising its rights arising from defective performance, to hand over the goods whose defect it is claiming at Seller's verbal or written request. As a rule, the Seller will settle the Buyer's claim within a reasonable period of time, which will not normally exceed 30 calendar days, but no later than 60 calendar days from the delivery of the goods. In justified cases, the Seller is entitled to extend the time limit for handling the claim unilaterally.

7.3 The contracting parties have agreed that as regards the rights arising from defective performance under Act No. 89/2012 Sb. the Buyer would always claim with the Seller such rights arising from defective performance which are commensurate to the nature of the claimed defect. Regardless of whether the defect is substantial or insignificant, if the defect is removable, the Buyer will primarily exercise the right to have the defect repaired by the Seller, and if the defect relates only to a part of the goods, the Buyer will primarily exercise the right to have the defective part of the goods repaired or replaced by the Seller.

7.5. The provisions of § 1924 of the Civil Code are expressly excluded in the relationship between the Seller and the Buyer; the Buyer is not entitled to compensation for costs expediently incurred in the claim.

7.6 The Buyer is obliged to reimburse the Seller for any costs incurred in connection with any unjustified claim of a defect raised by the Buyer.

8. Agreement on Using Copyrighted Content

8.1 The Seller gives the Buyer permission to use texts and photographs from its website on the precondition that the Buyer will purchase the goods from the Seller. Should the Buyer produce the goods itself or purchase them (even if only sporadically or in small quantities) from another seller, it is obliged to refrain from using the Seller's copyrighted works with immediate effect (i.e., to remove them from its website or destroy the promotional materials concerned) in order not to commit misuse. Failing this, the Buyer is obliged to pay the Seller a contractual penalty of CZK 100,000.00 (one hundred thousand Czech crowns) per case found in this way.

8.2. If the goods offered by the Seller are placed on the Buyer's web interface, the Buyer is obliged to mark the photographs of the goods/products with its watermark.

9. Final Provisions

9.1 If the relationship associated with the use of the Web User Interface or the legal relationship established by the Contract contains an international (foreign) element, the contracting parties agree that the relationship will be governed by the Czech law.

9.2 If any provision of the Business Terms and Conditions is or becomes invalid or ineffective or unenforceable, it will be replaced by one whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness or unenforceability of one provision will not affect the validity of the other provisions. Amendments to the Contract or to the Business Terms and Conditions must be made in writing.

9.3 In case of specific jobs or orders requiring other than standard terms and conditions, such requirements and individual conditions may be dealt with in the form of a separate contract for work (purchase contract) signed for individual partial jobs or orders.

9.4 These Business Terms and Conditions come to effect on 3 February 2023.