Terms and Conditions for Business Partners
I. General provisions
1.1 These terms and conditions of the company regulate the mutual rights and obligations arising between the seller and the buyer in connection with or on the basis of the purchase contract between the seller and the buyer, concluded through the SHANTI online store. The SHANTI online shop is operated by the Seller on the web addresses www.vodnidymky.cz, www.orientshop.cz and www.smokeshop.cz. The Seller is SHANTI & Co. s.r.o., with registered office at Zábrdovická 801/11, Brno 615 00, ID No.: 25549154, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, Insert 32242 (hereinafter referred to as the "Seller"). The Buyer is another natural or legal person who, when concluding and performing the Contract, acts within the scope of his/her trade or other business activity, purchases the products for the purpose of doing business with these products and is registered with the Seller and his/her registration is accepted by the Seller.
1.2 The provisions of the Terms and Conditions are an integral part of the Purchase Contract. The Purchase Contract and the Terms and Conditions are drawn up in the Czech language. The contract of sale can be concluded in the Czech language.
1.3 All legal relations between the Seller and the Buyer, or issues not covered by these Terms and Conditions, shall be governed by the law of the Czech Republic, in particular the Civil Code (Act No. 89/2012 Coll.), as amended, and other relevant legislation.
II. Ordering goods, conclusion of the purchase contract
2.1 The Buyer may order the goods and validly conclude a purchase contract with the Seller only through the SHANTI online store, in the Seller's shop, by telephone, e-mail, fax or by visiting the Seller's sales representative.
2.2 The website of the shop contains all information about the goods, including the prices of the individual products. The prices of the Goods remain valid for as long as they are displayed on the Shop's website. This provision does not limit the Seller's ability to conclude a purchase contract on individually agreed terms. The website of the shop also contains information on the costs associated with the packaging and delivery of the goods. The information on the costs associated with the packaging and delivery of the goods provided on the website of the shop is valid only in cases where the goods are delivered within the territory of the Czech Republic.
2.3 All product presentations on the website of the shop are of an informative nature, the provisions of Section 1732 (2) of the Civil Code do not apply.
2.4 Before sending the order, the Buyer is allowed to check and change the data he/she has entered in the order, including with regard to the Buyer's ability to detect and correct errors arising during the data entry in the order. The Buyer shall send the order to the Seller by clicking on the "Send Order" button on the checkout page.
2.5 The Buyer is obliged to provide the Seller with the necessary data required for successful order fulfilment (i.e. specifying the method of delivery, delivery address, billing information, etc.) upon registration. The information provided in the order shall be deemed correct by the Seller. Depending on the nature of the order (quantity of goods, price, estimated shipping costs, etc.), the Seller is always entitled to ask the Buyer for additional order confirmation (e.g. in writing or by telephone).
2.6 If the Buyer falls into default in the payment of any obligation to the Seller and subsequently places an order with the Seller, the Seller shall be entitled to accept such order only when all obligations of the Buyer to the Seller after the due date have been paid in full. The time of full payment shall be the date of crediting the amount due to the Seller's bank account or the date of payment of the amount due in cash.
2.7 By placing an order, the Buyer confirms that he/she has read these Terms and Conditions and that he/she agrees to them. The order is a draft purchase contract. The Purchase Contract is concluded at the moment of confirmation of the order by the Seller according to paragraph 2.3 of this Article. Confirmation of the order may be made in particular by email. The buyer is bound by the terms and conditions from the moment of conclusion of the contract.
2.8 The Buyer agrees to the use of remote means of communication for the conclusion of the contract. The costs incurred by the Buyer in using distance communication means in connection with the conclusion of the contract (internet connection costs, telephone call costs) shall be borne by the Buyer himself, and these costs shall not differ from the basic rate.
III. Prices and validity of the offer
3.1 The price of the goods sold shall be set by the Seller in the price list. The price stated in the price list at the time of conclusion of the purchase contract shall be the price at the time of conclusion of the purchase contract between the Seller and the Buyer.
3.2 The prices in the SHANTI online shop are displayed in the list of goods or on the detail of the goods card. Value added tax will be charged to the purchase price at the statutory rate and in accordance with laws or international treaties. All prices quoted for tobacco products are for the buyer including excise duty. This provision does not preclude the negotiation of a different price between the seller and the buyer-entrepreneur than the price stated in the price lists, in relation to the quantity of goods taken, etc.
3.3 All prices, including promotional prices, are valid until revoked or stocks are sold out. If the goods have already been ordered (or a purchase contract has been concluded), the price at which the goods were ordered shall apply regardless of any subsequent changes.
IV. Discounts and discount coupons
4.1 The SHANTI online shop offers various types of discounts (loyalty, volume, etc.). Each discount or discount coupon has its own rules for use, which must be observed. Discounts on the purchase price granted by the seller to the buyer cannot be combined with each other.
4.2 In the event that a discount or discount coupon is applied in violation of the rules of the discount or discount coupon, the Seller has the right to refuse such application of the discount or discount coupon. In such a case, the Buyer shall be informed and offered the option to complete the order without such discount or discount coupon applied. The rules and conditions for the application of a specific discount are attached either directly to the discount (in the form of information) or a link to the website where these rules are described in detail. In the event that any ambiguity arises in the interpretation of the rules of the discount or discount coupon, the interpretation set out by the seller shall apply.
V. Payment Terms
5.1 The Buyer shall pay the purchase price for the goods in one of the following ways. The Buyer may choose the methods, however, the choice of non-cash payment on invoice after delivery of the goods is subject to the prior consent of the Seller. The Buyer may not elect to pay cashlessly after delivery of the goods without the Seller's consent.
5.1.1. Cash on delivery - the Buyer shall pay the purchase price for the Goods upon receipt of the Goods from the shipping company, to the postal carrier (courier) or at the post office.
5.1.2. Cash (personal collection) - the buyer pays the purchase price for the goods in cash or by credit card upon receipt of the goods at the seller's premises. Personal collection is only possible in accordance with these terms and conditions when the Buyer receives notification that the goods are ready for personal collection at the address indicated.
5.1.3 Non-cash payment on the basis of a tax document - invoice with an agreed due date, unless otherwise agreed, the due date is 14 days from the date of issue. The purchase price is deemed to be paid at the moment of crediting the Seller's account. The buyer is obliged to pay the purchase price with the indication of the variable symbol of the payment.
5.2 In the case of payment in cash upon personal collection or payment on delivery, the purchase price is payable upon receipt of the goods. In the case of non-cash payment, for all non-cash payment methods, the purchase price is due within 14 days of the conclusion of the purchase contract
5.3 Prior to fulfilling the order, the Seller is entitled, depending on the quantity of goods ordered, previous business cooperation and other circumstances, to require an advance payment of up to 100% of the purchase price, including VAT.
5.4 In the event of the Buyer's delay in payment of the purchase price, the Buyer shall pay the Seller contractual interest on the delay in the amount of 0.05% per day of the amount due for each day of delay.
VI. Reservation of ownership, transfer of risk of damage to goods
6.1 Ownership of the delivered goods shall pass from the Seller to the Buyer only upon full payment of the purchase price.
6.2 The risk of damage to the goods passes to the buyer at the moment of acceptance of the goods or receipt from the carrier.
6.3 The risk of damage to the goods also passes to the buyer at the time when the goods should have been taken over by the buyer, if the buyer is in default in taking over the goods.
VII. Delivery of the goods, delivery periods
7.1 Upon receipt of an order via the SHANTI online shop, the Seller shall send an automatic confirmation of this order to the Buyer's email address. The ordered goods, if available, shall be dispatched within two working days at the latest, unless the Customer specifies otherwise.
7.2 SHANTI & Co. s.r.o. does not guarantee the immediate availability of all items. If the goods according to the Buyer's order cannot be dispatched within the specified time, or if the goods are out of stock, the Seller shall inform the Buyer of this within the second working day after receipt of the order, together with a proposal for a delivery date or a proposal for a solution. The Buyer shall then inform the Seller whether it agrees to the new delivery date, the proposed solution or whether it cancels the order. In the event that the new delivery date is not expressly accepted by the Buyer within 10 days of its communication by the Buyer, the Seller may withdraw from the contract, without penalty to either party.
7.3 The Seller shall not be liable to the Buyer for damages caused by delays in delivery of the goods caused by the carrier.
VIII. Method and place of delivery
8.1 The method of delivery of the goods depends on the Buyer's choice, where the Buyer specifies the method of delivery in the order.
8.2 When collecting the goods in person, the buyer is informed by email when the ordered goods are ready for collection and also of the time when he can collect the goods. The collection point chosen by the buyer in the order is binding and cannot be changed.
8.3 If the Buyer selects delivery of the goods by carrier in the order, the goods shall be delivered to the Buyer at the moment of handing them over to the carrier for transport. Goods delivered by a carrier are sent by cash on delivery or by ordinary mail (if paid in advance), or by delivery by a sales representative of the Seller.
8.4 Goods are always delivered to the address specified by the Buyer in the order (place of delivery).
IX. Shipping - Postage
9.1 Unless otherwise agreed, the choice of carrier is the Seller's. The buyer is responsible for the price of transport
9. 2. If the exact price for delivery is already known when the purchase price is due, it is due together with the payment of the purchase price for the goods, unless otherwise agreed.
9.4 The buyer is obliged to take delivery of the ordered goods. In the event of refusal to accept the goods for reasons other than those stipulated by law, the Seller shall be entitled to claim compensation from the Buyer for any damage caused to the Seller by such action.
9.5 In the event that the Buyer fails to collect the ordered goods at the agreed collection point in person according to Article VIII, Paragraph 8.2 of these Terms and Conditions within the agreed or additional deadline, the Seller may withdraw from the contract on the second day after the expiry of the additional deadline for collection. The Seller is entitled to unilaterally set an additional deadline for taking delivery of the goods after the expiry of the agreed collection period.
9.6 The Buyer is obliged to inspect the shipment if it is not visibly damaged or defaced. The Buyer is obliged to inspect the goods as soon as possible after receipt of the consignment, but no later than 48 hours after receipt, and notify the Seller of any defects. Defects are deemed to be the absence of any of the ordered goods, a different colour design or the absence of ordered accessories. The Buyer is obliged to report any damage to the goods (cracked, deformed or otherwise damaged or defective goods) to the Seller within 48 hours of receipt of the goods in accordance with the carrier's terms and conditions and inform the Seller. The carrier shall be liable for such damage and no replacement of the goods can be arranged without the damage being claimed from the carrier within 48 hours of delivery.
9.7 The Seller shall be liable to the Buyer for the fact that the Goods are in conformity with the Purchase Contract at the time of acceptance, in particular that they are free from defects, within the meaning of § 2095 et seq. of the Civil Code. In the event of non-conformity of the delivered goods with the purchase contract, the buyer has claims against the seller within the meaning of § 2106 et seq. of the Civil Code. These claims must be asserted by the Buyer in accordance with Article X of these Conditions.
9.8 In the event that the Buyer fails to properly accept the goods sent, the Buyer is obliged to pay for the damage caused to the Seller.
X. Rights arising from defective performance
10.1 The Seller shall be liable to the Buyer for delivering the goods in accordance with the contract and without defects, i.e. in accordance with the provisions of § 2161 of the Civil Code (also defined in more detail in Article 10.2 of the Seller's Terms and Conditions). The Buyer is obliged to inspect the goods as soon as possible after receipt, at the latest within 48 hours after receipt, unless otherwise agreed between the parties. If the Buyer fails to inspect the goods within the aforementioned time limit, the Buyer shall lose the right to the defects that could and should have been detected by such inspection. If the goods are collected in person, the buyer is obliged to inspect the goods on receipt.
10.2 The Seller shall be liable to the Buyer that the goods are free from defects on receipt. In particular, the Seller shall be liable to the Buyer that at the time the Buyer takes delivery of the goods, the goods are delivered in the agreed quantity, quality and workmanship. In cases where the quality and workmanship are not agreed, then in a quality and workmanship suitable for the purpose evident from the contract; otherwise for the usual purpose. The carrier shall be liable for any damage to the goods in the course of transport and any claims shall be made by the purchaser against the carrier in accordance with the carrier's terms and conditions.
If the Buyer discovers any discrepancy between the goods ordered and the goods actually delivered (in kind and quantity), the Buyer shall notify the Seller of such discrepancy without delay, within 48 hours of delivery at the latest, except in the case of personal acceptance, where the Buyer shall be obliged to point out such defects on receipt.
If the Buyer discovers damage to the goods delivered by the carrier, he is obliged to claim such damage from the carrier and inform the Seller within 48 hours of delivery. The carrier is responsible for any damage to the goods (mechanical, cracks, etc.). If the damage to the goods is not reported to the carrier in accordance with the carrier's terms and conditions, it is not possible to remedy these defects and the seller is not liable for these defects.
The Buyer shall be entitled to delivery of new goods without defects, unless this is unreasonable due to the nature of the goods. If the defect relates only to a part of the goods, the buyer may only demand replacement of the part; if this is not possible, he may withdraw from the contract and demand a full refund of the purchase price. However, if this is disproportionate in view of the nature of the defect, in particular if the defect can be remedied without undue delay, the buyer is entitled to have the defect remedied free of charge.
If the buyer does not withdraw from the contract or does not exercise the right to have new goods delivered without defects, to have parts replaced or repaired, he may demand a reasonable discount on the purchase price. The buyer is also entitled to a reasonable discount if the seller cannot deliver new goods without defects, replace a part of the goods or repair the goods, as well as if the seller fails to remedy the defect within a reasonable time or if the remedy would cause significant difficulties for the consumer.
10.3 The provisions in Article 10.2 of the Terms and Conditions shall not apply to goods sold at a lower price to the defect for which the lower price was agreed, to wear and tear caused by normal use, to a defect in used goods corresponding to the level of use or wear and tear the goods had when taken over by the buyer, or if this results from the nature of the goods.
XI. Withdrawal from the contract
Withdrawal from the contract by the buyer
11.1 Delay by the Seller in delivering the goods shall not be considered a material breach of contract within the meaning of Section 2002 of the Civil Code. In the event that the Seller fails to deliver the goods even within the new deadline agreed with the Buyer Entrepreneur, the Buyer Entrepreneur shall be entitled to withdraw from the contract. Such withdrawal must be in writing and must be delivered to the seller. The business buyer is not entitled to withdraw from the contract as a result of the seller's default if he has received notification that the performance under the contract has already been handed over for transport or is ready for collection at the place of collection. Withdrawal from the contract shall terminate the contract at the moment when the withdrawal is delivered in writing to the seller; after this time, the effects of the withdrawal may not be revoked or modified without the consent of the other party.
11.2 If the goods are delivered in packaging that is destroyed by the buyer and the goods cannot be sold as new after being returned due to withdrawal, the seller is entitled to compensation for the depreciation of the goods, where the amount of the depreciation is determined as the difference between the purchase price at which the goods were sold and the purchase price at which the goods can be sold as used.
11.3 In the event of withdrawal from the Purchase Contract pursuant to this Article of the Terms and Conditions, the Purchase Contract shall be cancelled from the outset. The Goods must be returned to the Seller within fourteen (14) days of withdrawal from the Contract. If the Buyer withdraws from the Purchase Contract, the Buyer shall bear the costs associated with the return of the goods to the Seller, even if the goods cannot be returned due to their nature by the usual postal route.
11.4 If the Buyer withdraws from the Purchase Contract, the Seller is not obliged to return the funds received to the Buyer before the Buyer returns the goods to the Seller or proves that he has sent the goods to the Seller. If the goods returned by the Buyer in the event of withdrawal are incomplete, damaged or visibly worn, they will be stored by the Seller at the collection point at the Buyer's expense. The Buyer will be informed of this procedure in writing, by email or telephone, so that he can take back the goods or another procedure can be agreed.
11.5 The Seller is entitled to unilaterally set off the claim for compensation for damage to the goods and the claim for reimbursement of costs incurred by the Seller in connection with the return of the goods against the Buyer's claim for reimbursement of the purchase price.
11.6 If a gift is given to the Buyer together with the goods, the gift contract between the Seller and the Buyer is concluded with the condition that if the Buyer withdraws from the purchase contract, the gift contract with respect to such gift shall cease to be effective and the Buyer shall be obliged to return the gift together with the goods to the Seller.
Withdrawal from the contract by the seller
11.7 Except in the case of withdrawal from the contract specifically set out in these terms and conditions, the Seller shall have the right to withdraw from the contract if, after the order has been confirmed, the Seller becomes aware in a credible manner of facts giving rise to reasonable concern that the goods offered do not meet the legal conditions for free sale on the market or do not meet the safety conditions, or the goods available to the Seller begin to exhibit defects and failures not caused by the Seller, where the Seller will not be able to ensure the delivery of the goods in at least normal quality. The seller also has the right to withdraw from the contract if the goods have been ordered by a minor, i.e. a person to whom the sale of tobacco products or smoking materials is prohibited.
11.8 The Seller shall be entitled to withdraw from the contract as a result of repeated failure of the Buyer to cooperate in the delivery of the goods, in which case the Seller's right to compensation shall not be affected.
11.9. The Seller is also entitled to withdraw from the Contract as a result of force majeure which makes it unreasonably difficult or even impossible for the Seller to perform the Contract properly.
11.10 The Seller is obliged to inform the Buyer immediately of the withdrawal from the Contract.
XII. Cancellation of an order made by means of distance communication
12.1 The buyer has the right to cancel the order without any penalty until the moment of packing the shipment. The Buyer is obliged to notify the Seller of the cancellation of the order either by email or by telephone. In the event that the Customer cancels the order before packing or shipping, no cancellation fee will be charged. If the order has already been processed and the goods have been dispatched, the order cannot be cancelled further and the customer is obliged to take delivery.
12.3 The buyer is also entitled to cancel an order for goods that have been specially ordered or modified for the customer in the above manner. In such a case, however, the Seller is entitled to charge a cancellation fee of 50% of the sale price of the goods.
XIII. Protection of personal data
13.1 Protection of personal data of the Buyer, who is a natural person, is provided by Act No. 101/2000 Coll., on the Protection of Personal Data, as amended.
13.2 The Buyer agrees to the processing of personal data by the Seller or a third party authorised as a processor for the Seller, namely the following personal data: name and surname, residential address, delivery address, identification number, tax identification number, e-mail address, telephone number and other data communicated to the Seller in connection with the concluded purchase contract (hereinafter collectively referred to as "personal data").
13.3 Personal data will be processed for the purpose of exercising the rights and obligations under the Purchase Agreement and for the purpose of sending information and commercial communications to the Buyer. The personal data will be processed for an indefinite period of time. Personal data will be processed in electronic form in an automated manner or in printed form in a non-automated manner.
13.4 The Buyer acknowledges that he is obliged to provide his personal data correctly and truthfully and that he is obliged to inform the Seller without undue delay of any change in his personal data. The Buyer confirms that the personal data provided is accurate and that the Buyer has been advised that this is a voluntary provision of personal data.
13.5 The Seller is registered with the Office for Personal Data Protection under number 00040254.
13.6 The Buyer consents to the storage of cookies, which are stored on the user's server.
XIV. Other rights and obligations of the parties
14.1 The prior written consent of the Seller is required for any use of photographs, names, product texts and other data for goods from the SHANTI online shop.
14.2 Complaints and comments shall be handled by the Seller in accordance with applicable law, whereby the Buyer may lodge complaints and comments at any of the Seller's stores, by calling 543 254 847, or by emailing firstname.lastname@example.org.
14.3. There is no guarantee for the quality of the goods.
14.4 The Buyer agrees to send tax documents (invoices) in electronic form, electronically in accordance with the relevant provisions of Act No. 235/2004 Coll. on Value Added Tax. Electronically prepared invoices are considered by the Parties to be full invoices.
14.5 The Buyer, notwithstanding any other provisions of these Terms and Conditions, undertakes to ensure the confidentiality of all identification data and passwords necessary for the Buyer's login to the User Account, in particular not to disclose such identification data and passwords to any third party, and if it discovers misuse of its identification data and passwords by any third party, it shall immediately notify the Seller.
XV. Final arrangements
15.1 The applicable terms and conditions are available on the Seller's (SHANTI) website and each Buyer is advised of them and is obliged to familiarise himself with them when purchasing the Goods. The Seller is entitled to supplement or amend the Terms and Conditions in connection with changes in the applicable legislation and in connection with changes in the market for the goods offered by the Seller. The ineffectiveness of individual provisions of the terms and conditions shall not affect the effectiveness of the remaining provisions. The ineffective provision shall be replaced by the valid provision whose meaning most closely approximates the invalid provision.
15.2 The Buyer's order shall be archived as a concluded contract after delivery to the Seller for the purpose of its fulfilment and further recording.
15.3 In the case of service of documents between the parties, the Seller's registered office and the Buyer's address as set out in the Purchase Order shall be deemed to be the address for service. Service between the parties may also be made to the Buyer's or Seller's electronic address.
15.4 These Terms and Conditions shall come into force and effect on 1 January 2014.